~~(Former name, former address and former fiscal year, if changed since last report)~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No □

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.□

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 1, 2020,~~April 30, 2021, there were ~~102,939,952~~114,961,722 shares of common stock, par value $0.05, of Spirit Realty Capital, Inc. outstanding.

This report combines the quarterly reports on Form 10-Q for the three months ended March 31, 2020 of Spirit Realty Capital, Inc., a Maryland corporation, and Spirit Realty, L.P., a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” or the “Company” refer to Spirit Realty Capital, Inc. together with its consolidated subsidiaries, including Spirit Realty, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” refer to Spirit Realty, L.P. together with its consolidated subsidiaries.

Spirit General OP Holdings, LLC ("OP Holdings") is the sole general partner of the Operating Partnership. The Company is a real estate investment trust ("REIT") and the sole member of OP Holdings, as well as the special limited partner of the Operating Partnership. As sole member of the general partner of our Operating Partnership, our Company has the full, exclusive and complete responsibility for our Operating Partnership’s day-to-day management and control.

~~We believe combining the quarterly reports on Form 10-Q of our Company and Operating Partnership into a single report results in the following benefits:~~

There are a few differences between our Company and Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand these differences in the context of how we operate as an interrelated, consolidated company. Our Company is a REIT, the only material assets of which are the partnership interests in our Operating Partnership. As a result, our Company does not conduct business itself, other than acting as the sole member of the general partner of our Operating Partnership, issuing equity from time to time and guaranteeing certain debt of our Operating Partnership. Our Operating Partnership holds substantially all the assets of our Company. Our Company issued convertible notes and guarantees some of the debt of our Operating Partnership, see Note 4 to the consolidated financial statements included herein for further discussion. Our Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from issuances of convertible notes and equity issuances by our Company, which are generally contributed to our Operating Partnership in exchange for partnership units of our Operating Partnership, our Operating Partnership generates the capital required by our Company’s business through our Operating Partnership’s operations or our Operating Partnership’s incurrence of indebtedness.

The presentation of stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of our Company and those of our Operating Partnership. The partnership units in our Operating Partnership are accounted for as partners’ capital in our Operating Partnership’s consolidated financial statements. There are no non-controlling interests in the Company or the Operating Partnership.

To help investors understand the significant differences between our Company and our Operating Partnership, this report presents the consolidated financial statements separately for our Company and our Operating Partnership. All other sections of this report, including “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” are presented together for our Company and our Operating Partnership.

In order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that our Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, or the Exchange Act, and 18 U.S.C. §1350, this report also includes separate “Part 1―Financial Information, Item 4. Controls and Procedures” sections and separate Exhibit 31 and 32 certifications for each of our Company and our Operating Partnership.

~~2015 Credit Agreement~~2016 ATM Program	~~Revolving credit facility agreement between~~At the ~~Operating Partnership and certain lenders dated March 31, 2015, as amended or otherwise modified from time to time, providing for an $800.0 million unsecured credit facility~~
~~2015 Term Loan Agreement~~	~~Term loan agreement between~~market equity distribution program established in November 2016, which was terminated upon entry into the ~~Operating Partnership and certain lenders dated November 3, 2015, as amended or otherwise modified from time to time, providing for a $420.0 million unsecured term loan facility~~2020 ATM Program
2017 Tax Legislation	Tax Cuts and Jobs Act of 2017
2019 Credit Facility	$800.0 million unsecured revolving credit facility pursuant to the 2019 Revolving Credit and Term Loan Agreement
2019 ~~Facilities Agreements~~	~~2019 Revolving Credit and Term Loan Agreement and A-2 Term Loans~~
~~2019 Notes~~	~~$402.5 million convertible notes of the Corporation due in 2019~~
~~2019~~ Revolving Credit and Term Loan Agreement	Revolving credit and term loan agreement between the Operating Partnership and certain lenders dated January 14, 2019, as amended or otherwise modified from time to time
2020 ATM Program	At the market equity distribution program established in November 2020, pursuant to which the Corporation may offer and sell registered shares of common stock from time to time
2020 Term Loans	$~~300.0~~400.0 million senior unsecured term facility pursuant to the 2020 Term Loan Agreement
2020 Term Loan Agreement	Term loan agreement between the Operating Partnership and certain lenders dated April 2, 2020, as amended or otherwise modified from time to time
2021 Notes	$345.0 million 3.75% convertible notes of the Corporation due in 2021
2026 Senior Notes	$300.0 million aggregate principal amount of the Operating Partnership’s 4.45% senior notes ~~issued in August 2016~~due 2026
2027 Senior Notes	$300.0 million aggregate principal amount of the Operating Partnership’s 3.20% senior notes ~~issued in September 2019~~due 2027
2028 Senior Notes	$450.0 million aggregate principal amount of the Operating Partnership’s 2.10% senior notes due 2028
2029 Senior Notes	$400.0 million aggregate principal amount of the Operating Partnership’s 4.00% senior notes ~~issued in June 2019~~due 2029
2030 Senior Notes	$500.0 million aggregate principal amount of the Operating Partnership’s 3.40% senior notes ~~issued in September 2019~~due 2030
~~A-1 Term Loans~~2031 Senior Notes	$~~420.0~~450.0 million ~~unsecured term loan facility pursuant to~~aggregate principal amount of the ~~2019 Revolving Credit and Term Loan Agreement~~Operating Partnership’s 3.20% senior notes due 2031
~~A-2 Term Loans~~2032 Senior Notes	$~~400.0~~350.0 million ~~unsecured term loan facility pursuant to a term loan agreement between~~aggregate principal amount of the Operating ~~Partnership and certain lenders dated January 14, 2019, as amended or otherwise modified from time to time~~Partnership’s 2.70% senior notes due 2032
Adjusted Debt	Adjusted Debt is a non-GAAP financial measure. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
Adjusted EBITDAre	Adjusted EBITDAre is a non-GAAP financial measure. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
AFFO	Adjusted Funds From Operations. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
Amended Incentive Award Plan	Amended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan, as amended
Annualized Base Rent (ABR)	Represents Base Rent and earned income from direct financing leases from the final month of the reporting period, adjusted to exclude amounts from properties sold during that period and to include a full month of rental income for properties acquired during that period. The total is then multiplied by 12. We use ABR when calculating certain metrics that are useful to evaluate portfolio credit and diversification and to manage risk.
AOCL	Accumulated Other Comprehensive Loss
ASC	Accounting Standards Codification
Asset Management Agreement	Asset Management Agreement between Spirit Realty, L.P. and Spirit MTA REIT dated May 31, 2018, subsequently assigned by Spirit Realty, L.P. to Spirit Realty AM Corporation on April 1, 2019 and terminated effective as of September 20, 2019
ASU	Accounting Standards Update
ATM Program	AtThe 2016 ATM Program or the ~~Market equity distribution program, pursuant~~2020 ATM Program, as applicable
Base Cash Rent	Represents Base Rent reduced for amounts abated and rent deemed not probable of collection
Base Rent	Represents contractual rental income for the period, prior to ~~which the Corporation may offer~~deferral and ~~sell registered shares of common stock from time to time~~abatement agreements, and excluding contingent rents.
CMBS	Commercial Mortgage-Backed Securities
Code	Internal Revenue Code of 1986, as amended
Company	The Corporation and its consolidated subsidiaries
~~Contractual Rent~~	Represents monthly contractual cash rent and earned income from direct financing leases, excluding percentage rents, from our owned properties recognized during the final month of the reporting period, adjusted to exclude amounts received from properties sold during that period and adjusted to include a full month of contractual rent for properties acquired during that period. We use Contractual Rent when calculating certain metrics that are useful to evaluate portfolio credit, asset type, industry, and geographic diversity and to manage risk.
Convertible Notes	The ~~2019 Notes and~~ 2021 Notes ~~together~~
Corporation	Spirit Realty Capital, Inc., a Maryland corporation
CPI	Consumer Price Index

Unless otherwise indicated or unless the context requires otherwise, all references to the “registrant, the "Company," "Spirit Realty Capital," "we," "us" or "our" refer to the Corporation and its consolidated subsidiaries, including the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references to the "Operating Partnership" refer to Spirit Realty, L.P. and its consolidated subsidiaries.

	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Assets
Investments:
Real estate investments:
Land and improvements	$	1,929,589		$	1,910,287		$	2,135,107		$	2,090,592
Buildings and improvements		3,953,335			3,840,220			4,426,508			4,302,004
Total real estate investments		5,882,924			5,750,507			6,561,615			6,392,596
Less: accumulated depreciation		(736,394	)		(717,097	)		(896,342	)		(850,320	)
		5,146,530			5,033,410			5,665,273			5,542,276
Loans receivable, net		30,849			34,465
Intangible lease assets, net		381,398			385,079			365,737			367,989
Real estate assets under direct financing leases, net		7,300			14,465			7,444			7,444
Real estate assets held for sale, net		3,126			1,144			23,459			25,821
Net investments		5,569,203			5,468,563			6,061,913			5,943,530
Cash and cash equivalents		216,692			14,492			261,889			70,303
Deferred costs and other assets, net		123,674			124,006			145,786			157,353
Goodwill		225,600			225,600			225,600			225,600
Total assets	$	6,135,169		$	5,832,661		$	6,695,188		$	6,396,786

Liabilities and stockholders’ equity
Liabilities:
Revolving credit facilities	$	500,000		$	116,500		$	—		$	—
Term loans, net								—			177,309
Senior Unsecured Notes, net		1,484,473			1,484,066			2,715,814			1,927,348
Mortgages and notes payable, net		215,186			216,049
Mortgages payable, net								5,956			212,582
Convertible Notes, net		337,921			336,402			189,992			189,102
Total debt, net		2,537,580			2,153,017			2,911,762			2,506,341
Intangible lease liabilities, net		124,097			127,335			120,138			121,902
Accounts payable, accrued expenses and other liabilities		124,084			139,060			138,232			167,423
Total liabilities		2,785,761			2,419,412			3,170,132			2,795,666
Commitments and contingencies (see Note 6)
Stockholders’ equity:
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both March 31, 2020 and December 31, 2019		166,177			166,177
Common stock, $0.05 par value, 175,000,000 shares authorized: 102,942,162 and 102,476,152 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		5,147			5,124
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both March 31, 2021 and December 31, 2020								166,177			166,177
Common stock, $0.05 par value, 175,000,000 shares authorized: 114,947,986 and 114,812,615 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively								5,747			5,741
Capital in excess of common stock par value		5,707,271			5,686,247			6,129,869			6,126,503
Accumulated deficit		(2,518,428	)		(2,432,838	)		(2,768,785	)		(2,688,647	)
Accumulated other comprehensive loss		(10,759	)		(11,461	)		(7,952	)		(8,654	)
Total stockholders’ equity		3,349,408			3,413,249			3,525,056			3,601,120
Total liabilities and stockholders’ equity	$	6,135,169		$	5,832,661		$	6,695,188		$	6,396,786

	Three Months Ended March 31,						Three Months Ended March 31,
	2020			2019			2021			2020
Revenues:
Rental income	$	121,363		$	104,067		$	134,658		$	121,363
Interest income on loans receivable		419			986			—			419
Earned income from direct financing leases		177			396			131			177
Related party fee income		250			6,927			—			250
Other income		511			217			352			511
Total revenues		122,720			112,593			135,141			122,720
Expenses:
General and administrative		13,490			13,181			13,046			13,490
Property costs (including reimbursable)		5,936			5,154			5,452			5,936
Deal pursuit costs		1,019			71			242			1,019
Interest		25,359			26,611			26,624			25,359
Depreciation and amortization		52,236			41,349			57,087			52,236
Impairments		40,774			3,692			6,730			40,774
Total expenses		138,814			90,058			109,181			138,814
Other income:
Gain on debt extinguishment		—			8,783
Other (loss) income:
Loss on debt extinguishment								(29,177	)		—
Gain on disposition of assets		388			8,730			1,836			388
Preferred dividend income from SMTA		—			3,750
Total other income		388			21,263
(Loss) income before income tax expense		(15,706	)		43,798
Total other (loss) income								(27,341	)		388
Loss before income tax expense								(1,381	)		(15,706	)
Income tax expense		(141	)		(220	)		(88	)		(141	)
Net (loss) income	$	(15,847	)	$	43,578
Net loss								(1,469	)		(15,847	)
Dividends paid to preferred shareholders		(2,588	)		(2,588	)		(2,588	)		(2,588	)
Net (loss) income attributable to common stockholders	$	(18,435	)	$	40,990
Net loss attributable to common stockholders							$	(4,057	)	$	(18,435	)

Net (loss) income per share attributable to common stockholders:
Net loss per share attributable to common stockholders:
Basic	$	(0.18	)	$	0.48		$	(0.04	)	$	(0.18	)
Diluted	$	(0.18	)	$	0.48		$	(0.04	)	$	(0.18	)

Weighted average shares of common stock outstanding:
Basic		102,230,147			85,497,093			114,673,218			102,230,147
Diluted		102,230,147			85,504,897			114,673,218			102,230,147

Dividends declared per common share issued	$	0.6250		$	0.6250		$	0.6250		$	0.6250

Three Months Ended March 31, 2020	Preferred Stock					Common Stock
Three Months Ended March 31, 2021																							Preferred Stock				Common Stock
	Shares			Par Value and Capital in Excess of Par Value		Shares			Par Value			Capital in Excess of Par Value		Accumulated Deficit			AOCL			Total Stockholders’ Equity			Shares		Par Value and Capital in Excess of Par Value		Shares			Par Value			Capital in Excess of Par Value		Accumulated Deficit			AOCL			Total Stockholders’ Equity
Balances, December 31, 2019		6,900,000		$	166,177		102,476,152		$	5,124		$	5,686,247	$	(2,432,838	)	$	(11,461	)	$	3,413,249
Balances, December 31, 2020																								6,900,000	$	166,177		114,812,615		$	5,741		$	6,126,503	$	(2,688,647	)	$	(8,654	)	$	3,601,120
Net loss		—			—		—			—			—		(15,847	)		—			(15,847	)		—		—		—			—			—		(1,469	)		—			(1,469	)
Dividends declared on preferred stock		—			—		—			—			—		(2,588	)		—			(2,588	)		—		—		—			—			—		(2,588	)		—			(2,588	)
Net loss attributable to common stockholders		—			—					—			—		(18,435	)		—			(18,435	)				—					—			—		(4,057	)		—			(4,057	)
Other comprehensive income		—	��		—		—			—			—		—			702			702			—		—		—			—			—		—			702			702
Dividends declared on common stock		—			—		—			—			—		(64,338	)		—			(64,338	)		—		—		—			—			—		(71,837	)		—			(71,837	)
Tax withholdings related to net stock settlements		—			—		(44,488	)		(2	)		—		(2,347	)		—			(2,349	)		—		—		(98,413	)		(6	)		—		(3,837	)		—			(3,843	)
Issuance of shares of common stock, net		—			—		362,481			18			17,580		—			—			17,598
Stock-based compensation, net		—			—		148,017			7			3,444		(470	)		—			2,981			—		—		233,784			12			3,366		(407	)		—			2,971
Balances, March 31, 2020		6,900,000		$	166,177		102,942,162		$	5,147		$	5,707,271	$	(2,518,428	)	$	(10,759	)	$	3,349,408
Balances, March 31, 2021																								6,900,000	$	166,177		114,947,986		$	5,747		$	6,129,869	$	(2,768,785	)	$	(7,952	)	$	3,525,056

Three Months Ended March 31, 2019

Preferred Stock

Common Stock

Shares

Par Value and
Capital in Excess
of Par Value

Shares

Par
Value

Capital in
Excess of
Par Value

Accumulated
Deficit

AOCL

Total
Stockholders’
Equity

Balances, December 31, 2018

6,900,000

$
166,177

85,787,355

$
4,289

$
4,995,697

$
(2,357,255
)

$
(7,159
)

$
2,801,749

Net income

—

—

—

—

—

43,578

—

43,578

Dividends declared on preferred stock

—

—

—

—

—

(2,588
)

—

(2,588
)
Net income attributable to common stockholders

—

—

—

40,990

—

40,990

Other comprehensive loss

—

—

—

—

—

—

(5,021
)

(5,021
)
Dividends declared on common stock

—

—

—

—

—

(54,254
)

—

(54,254
)
Tax withholdings related to net stock settlements

—

—

(17,800
)

(1
)

—

(703
)

—

(704
)
Issuance of shares of common stock, net

—

—

893,526

45

32,641

—

—

32,686

Other

—

—

—

—

(79
)

—

—

(79
)
Stock-based compensation, net

—

—

148,705

8

3,570

(309
)

—

3,269

Balances, March 31, 2019

6,900,000

$
166,177

86,811,786

$
4,341

$
5,031,829

$
(2,371,531
)

$
(12,180
)

$
2,818,636

Three Months Ended March 31, 2020	Preferred Stock				Common Stock
	Shares		Par Value and Capital in Excess of Par Value		Shares			Par Value			Capital in Excess of Par Value		Accumulated Deficit			AOCL			Total Stockholders’ Equity
Balances, December 31, 2019		6,900,000	$	166,177		102,476,152		$	5,124		$	5,686,247	$	(2,432,838	)	$	(11,461	)	$	3,413,249
Net loss		—		—		—			—			—		(15,847	)		—			(15,847	)
Dividends declared on preferred stock		—		—		—			—			—		(2,588	)		—			(2,588	)
Net loss attributable to common stockholders				—					—			—		(18,435	)		—			(18,435	)
Other comprehensive income		—		—		—			—			—		—			702			702
Dividends declared on common stock		—		—		—			—			—		(64,338	)		—			(64,338	)
Tax withholdings related to net stock settlements		—		—		(44,488	)		(2	)		—		(2,347	)		—			(2,349	)
Issuance of shares of common stock, net		—		—		362,481			18			17,580		—			—			17,598
Stock-based compensation, net		—		—		148,017			7			3,444		(470	)		—			2,981
Balances, March 31, 2020		6,900,000	$	166,177		102,942,162		$	5,147		$	5,707,271	$	(2,518,428	)	$	(10,759	)	$	3,349,408

	Three Months Ended March 31,						Three Months Ended March 31,
	2020			2019			2021			2020
Operating activities
Net (loss) income	$	(15,847	)	$	43,578
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net loss							$	(1,469	)	$	(15,847	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		52,236			41,349			57,087			52,236
Impairments		40,774			3,692			6,730			40,774
Amortization of deferred financing costs		1,142			2,031			1,111			1,142
Amortization of debt discounts		1,224			2,706			886			1,224
Amortization of deferred losses on interest rate swaps		702			—			702			702
Stock-based compensation expense		3,451			3,578			3,378			3,451
Gain on debt extinguishment		—			(8,783	)
Loss on debt extinguishment								29,177			—
Gain on dispositions of real estate and other assets		(388	)		(8,730	)		(1,836	)		(388	)
Non-cash revenue		(1,259	)		(4,110	)		(6,447	)		(1,259	)
Bad debt expense and other		233			799			5			233
Changes in operating assets and liabilities:
Deferred costs and other assets, net		(136	)		(700	)		2,005			(136	)
Accounts payable, accrued expenses and other liabilities		(14,954	)		(4,057	)		(26,898	)		(14,954	)
Net cash provided by operating activities		67,178			71,353			64,431			67,178
Investing activities
Acquisitions of real estate		(205,818	)		(160,262	)		(194,161	)		(205,818	)
Capitalized real estate expenditures		(7,810	)		(19,612	)		(1,638	)		(7,810	)
Collections of principal on loans receivable and real estate assets under direct financing leases		1,163			3,653
Collections of principal on loans receivable								—			1,163
Proceeds from dispositions of real estate and other assets, net		16,800			34,848			14,545			16,800
Net cash used in investing activities		(195,665	)		(141,373	)		(181,254	)		(195,665	)
Financing activities
Borrowings under revolving credit facilities		759,000			372,700			279,000			759,000
Repayments under revolving credit facilities		(375,500	)		(312,500	)		(279,000	)		(375,500	)
Repayments under mortgages and notes payable		(1,017	)		(2,906	)
Borrowings under term loans		—			420,000
Repayments under mortgages payable								(208,515	)		(1,017	)
Repayments under term loans		—			(420,000	)		(178,000	)		—
Borrowings under Senior Unsecured Notes								794,842			—
Debt extinguishment costs		—			(1,009	)		(26,685	)		—
Deferred financing costs		—			(11,266	)		(6,866	)		—
Proceeds from issuance of common stock, net of offering costs		17,677			32,379			—			17,677
Repurchase of shares of common stock, including tax withholdings related to net stock settlements		(2,349	)		(704	)		(3,843	)		(2,349	)
Common stock dividends paid		(64,362	)		(53,615	)		(72,931	)		(64,362	)
Preferred stock dividends paid		(2,588	)		(2,588	)		(2,588	)		(2,588	)
Net cash provided by financing activities		330,861			20,491			295,414			330,861
Net increase (decrease) in cash, cash equivalents and restricted cash		202,374			(49,529	)
Net increase in cash, cash equivalents and restricted cash								178,591			202,374
Cash, cash equivalents and restricted cash, beginning of period		26,023			77,421			83,298			26,023
Cash, cash equivalents and restricted cash, end of period	$	228,397		$	27,892		$	261,889		$	228,397

Cash paid for interest	$	29,145		$	17,052		$	39,589		$	29,145
Cash paid for income taxes	$	86		$	262		$	37		$	86

March 31,
2020

December 31,
2019

Assets

Investments:

Real estate investments:

Land and improvements

$
1,929,589

$
1,910,287

Buildings and improvements

3,953,335

3,840,220

Total real estate investments

5,882,924

5,750,507

Less: accumulated depreciation

(736,394
)

(717,097
)

5,146,530

5,033,410

Loans receivable, net

30,849

34,465

Intangible lease assets, net

381,398

385,079

Real estate assets under direct financing leases, net

7,300

14,465

Real estate assets held for sale, net

3,126

1,144

Net investments

5,569,203

5,468,563

Cash and cash equivalents

216,692

14,492

Deferred costs and other assets, net

123,674

124,006

Goodwill

225,600

225,600

Total assets

$
6,135,169

$
5,832,661

Liabilities and partners' capital

Liabilities:

Revolving credit facilities

$
500,000

$
116,500

Senior Unsecured Notes, net

1,484,473

1,484,066

Mortgages and notes payable, net

215,186

216,049

Notes payable to Spirit Realty Capital, Inc., net

337,921

336,402

Total debt, net

2,537,580

2,153,017

Intangible lease liabilities, net

124,097

127,335

Accounts payable, accrued expenses and other liabilities

124,084

139,060

Total liabilities

2,785,761

2,419,412

Commitments and contingencies (see Note 6)

Partners' capital:

Partnership units

General partner's capital: 797,644 units issued and outstanding as of both March 31, 2020 and December 31, 2019

21,752

22,389

Limited partners' preferred capital: 6,900,000 units issued and outstanding as of both March 31, 2020 and December 31, 2019

166,177

166,177

Limited partners' capital: 102,144,518 and 101,678,508 units issued and outstanding as of March 31, 2020 and December 31, 2019, respectively

3,161,479

3,224,683

Total partners' capital

3,349,408

3,413,249

Total liabilities and partners' capital

$
6,135,169

$
5,832,661

Three Months Ended
March 31,

2020

2019

Revenues:

Rental income

$
121,363

$
104,067

Interest income on loans receivable

419

986

Earned income from direct financing leases

177

396

Related party fee income

250

6,927

Other income

511

217

Total revenues

122,720

112,593

Expenses:

General and administrative

13,490

13,181

Property costs (including reimbursable)

5,936

5,154

Deal pursuit costs

1,019

71

Interest

25,359

26,611

Depreciation and amortization

52,236

41,349

Impairments

40,774

3,692

Total expenses

138,814

90,058

Other income:

Gain on debt extinguishment

—

8,783

Gain on disposition of assets

388

8,730

Preferred dividend income from SMTA

—

3,750

Total other income

388

21,263

(Loss) income before income tax expense

(15,706
)

43,798

Income tax expense

(141
)

(220
)
Net (loss) income

$
(15,847
)

$
43,578

Preferred distributions

(2,588
)

(2,588
)
Net (loss) income after preferred distributions

$
(18,435
)

$
40,990

Net (loss) income attributable to the general partner

$
(143
)

$
380

Net (loss) income attributable to the limited partners

$
(15,704
)

$
43,198

Net (loss) income per partnership unit:

Basic

$
(0.18
)

$
0.48

Diluted

$
(0.18
)

$
0.48

Weighted average partnership units outstanding:

Basic

102,230,147

85,497,093

Diluted

102,230,147

85,504,897

Dividends declared per partnership unit issued

$
0.6250

$
0.6250

Three Months Ended March 31, 2020
Preferred Units

Common Units

Limited Partners' Capital ⁽¹⁾

General Partner's Capital ⁽²⁾

Limited Partners' Capital ⁽¹⁾

Total Partnership

Units

Amount

Units

Amount

Units

Amount

Capital

Balances, December 31, 2019

6,900,000

$
166,177

797,644

$
22,389

101,678,508

$
3,224,683

$
3,413,249

Net loss

—

—

—

(143
)

—

(15,704
)

(15,847
)
Partnership distributions declared on preferred units

—

—

—

—

—

(2,588
)

(2,588
)
Net loss after preferred distributions

—

(143
)

(18,292
)

(18,435
)
Other comprehensive income

—

—

—

5

—

697

702

Partnership distributions declared on common units

—

—

—

(499
)

—

(63,839
)

(64,338
)
Tax withholdings related to net settlement of common units

—

—

—

—

(44,488
)

(2,349
)

(2,349
)
Issuance of common units, net

—

—

—

—

362,481

17,598

17,598

Stock-based compensation, net

—

—

—

—

148,017

2,981

2,981

Balances, March 31, 2020

6,900,000

$
166,177

797,644

$
21,752

102,144,518

$
3,161,479

$
3,349,408

Three Months Ended March 31, 2019
Preferred Units

Common Units

Limited Partners' Capital ⁽¹⁾

General Partner's Capital ⁽²⁾

Limited Partners' Capital ⁽¹⁾

Total Partnership

Units

Amount

Units

Amount

Units

Amount

Capital

Balances, December 31, 2018

6,900,000

$
166,177

797,644

$
23,061

84,989,711

$
2,612,511

$
2,801,749

Net income

—

—

—

380

—

43,198

43,578

Partnership distributions declared on preferred units

—

—

—

—

—

(2,588
)

(2,588
)
Net income after preferred distributions

—

380

40,610

40,990

Other comprehensive loss

—

—

—

(47
)

—

(4,974
)

(5,021
)
Partnership distributions declared on common units

—

—

—

(504
)

—

(53,750
)

(54,254
)
Tax withholdings related to net settlement of common units

—

—

—

—

(17,800
)

(704
)

(704
)
Issuance of common units, net

—

—

—

—

893,526

32,686

32,686

Other

—

—

—

(1
)

—

(78
)

(79
)
Stock-based compensation, net

—

—

—

—

148,705

3,269

3,269

Balances, March 31, 2019

6,900,000

$
166,177

797,644

$
22,889

86,014,142

$
2,629,570

$
2,818,636

Supplemental Disclosures of Non-Cash Activities:	Three Months Ended March 31,
	2021		2020
Dividends declared and unpaid	$	71,842	$	64,338
Accrued market-based award dividend rights		407		470
Accrued capitalized costs		1,304		1,015
Accrued deferred financing costs		210		—
Reclass of residual value from direct financing lease to operating lease		—		6,831

Three Months Ended
March 31,

2020

2019

Operating activities

Net (loss) income

$
(15,847
)

$
43,578

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

52,236

41,349

Impairments

40,774

3,692

Amortization of deferred financing costs

1,142

2,031

Amortization of debt discounts

1,224

2,706

Amortization of deferred losses on interest rate swaps

702

—

Stock-based compensation expense

3,451

3,578

Gain on debt extinguishment

—

(8,783
)
Gain on dispositions of real estate and other assets

(388
)

(8,730
)
Non-cash revenue

(1,259
)

(4,110
)
Bad debt expense and other

233

799

Changes in operating assets and liabilities:

Deferred costs and other assets, net

(136
)

(700
)
Accounts payable, accrued expenses and other liabilities

(14,954
)

(4,057
)
Net cash provided by operating activities

67,178

71,353

Investing activities

Acquisitions of real estate

(205,818
)

(160,262
)
Capitalized real estate expenditures

(7,810
)

(19,612
)
Collections of principal on loans receivable and real estate assets under direct financing leases

1,163

3,653

Proceeds from dispositions of real estate and other assets, net

16,800

34,848

Net cash used in investing activities

(195,665
)

(141,373
)
Financing activities

Borrowings under revolving credit facilities

759,000

372,700

Repayments under revolving credit facilities

(375,500
)

(312,500
)
Repayments under mortgages and notes payable

(1,017
)

(2,906
)
Borrowings under term loans

—

420,000

Repayments under term loans

—

(420,000
)
Debt extinguishment costs

—

(1,009
)
Deferred financing costs

—

(11,266
)
Proceeds from issuance of partnership units, net of offering costs

17,677

32,379

Repurchase of partnership units, including tax withholdings related to net settlement of common units

(2,349
)

(704
)
Common distributions paid

(64,362
)

(53,615
)
Preferred distributions paid

(2,588
)

(2,588
)
Net cash provided by financing activities

330,861

20,491

Net increase (decrease) in cash, cash equivalents and restricted cash

202,374

(49,529
)
Cash, cash equivalents and restricted cash, beginning of period

26,023

77,421

Cash, cash equivalents and restricted cash, end of period

$
228,397

$
27,892

Cash paid for interest

$
29,145

$
17,052

Cash paid for income taxes

$
86

$
262

Spirit Realty Capital, Inc. (the "Corporation" or "Spirit" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by primarily investing in and managing a portfolio of single-tenant, operationally essential real estate throughout the ~~U.S.~~United States that is generally leased on a long-term, triple-net basis to tenants operating within retail, industrial, office and other property types. ~~Single tenant,~~Single-tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.

The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC, one of the Corporation’s wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary (Spirit Notes Partner, LLC) are the only limited partners and together own the remaining 99% of the Operating Partnership.

On May 31, 2018, the Company completed the spin-off (the "Spin-Off") of the assets that collateralized Master Trust 2014, properties leased to Shopko, and certain other assets into an independent, publicly traded REIT, Spirit MTA REIT ("SMTA"). The Company formed Spirit Realty AM Corporation (“SRAM”), a wholly-owned taxable REIT subsidiary. The rights and obligations of the Asset Management Agreement were transferred to SRAM on April 1, 2019, which was subsequently terminated and simultaneously replaced by the Interim Management Agreement between SRAM and SMTA, effective as of September 20, 2019. The Company allocates personnel and other general and administrative costs to SRAM for management services provided to SMTA.

The accompanying consolidated financial statements of the Company ~~and the Operating Partnership~~ have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned ~~subsidiaries. The consolidated financial statements of~~subsidiaries, including the Operating ~~Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries.~~Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity.

These consolidated financial statements include certain special purpose entities that were formed to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted to do so under their governing documents. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, net assets totaling ~~$0.35 billion~~$11.7 million and ~~$0.38 billion,~~$343.4 million, respectively, were held, and net liabilities totaling ~~$0.22~~$5.8 million and ~~$0.23 billion,~~$215.9 million, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

The Company views its operations as 1 segment, which consists of net leasing operations. The Company has no other reportable segments.

The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. To evaluate lease classification, the Company assesses the terms and conditions of the lease to determine the appropriate lease term. The Company does not include options to extend, terminate or purchase in its evaluation for lease classification purposes or for recognizing rental income unless the Company is reasonably certain the tenant will exercise the option.

Another component of lease classification that requires judgment is the residual value of the property at the end of the lease term. For acquisitions, the Company assumes a value that is equal to the tangible value of the property at the date of the assessment. For lease modifications, the Company generally uses sales comparables or a direct capitalization approach to determine fair value. For lease concessions related to the COVID-19 pandemic, the Company made the election to account for these concessions consistent with ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). As such, rent deferrals are recorded as an increase to rent receivables and recognized as income during the deferral period, resulting in $2.7 million of deferrals being recognized in rental income for the three months ended March 31, 2021. Lease concessions other than rent deferrals are evaluated to determine if a substantive change to the consideration in the original lease contract has occurred and should be accounted for as a lease modification.

The Company’s leases generally provide for rent escalations throughout the term of the lease. For leases with fixed rent escalators, rental income is recognized on a straight-line basis to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases.

For leases with contingent rent escalators, rental income typically increases at a multiple of any increase in the CPI over a specified period and may adjust over a one-year period or over multiple-year periods. Because of the volatility and uncertainty with respect to future changes in the CPI and the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases, increases in rental revenue from leases with this type of escalator are recognized when the changes in the rental rates have occurred.

Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales, which ~~the Company recognizes~~is recognized as rental income when the change in the factor on which the contingent lease payment is based actually occurs.

Rental income is subject to an evaluation for collectability, which includes management’s estimates of amounts that will not be realized based on an assessment of the risks inherent in the portfolio, considering historical experience, as well as the tenant's payment history and financial condition. The Company ~~records a provision for losses against~~does not recognize rental income for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, management reviewed all amounts recognized on a tenant-by-tenant basis for collectability.

Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Certain leases contain additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, which are non-lease components. The Company has elected to combine all its non-lease components, which were determined to have the same pattern of transfer as the related operating lease component, into a single combined lease component. Tenant reimbursement revenue is variable and is recognized as revenue in the period in which the related expenses are incurred, with the related expenses included in property costs (including reimbursable) on the Company’s consolidated statements of operations. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur. Tenant receivables are ~~carried net of the allowances~~reduced for amounts that are not probable of collection.

Initial direct costs associated with the origination of a lease are deferred and amortized ~~over the related lease term~~ as an adjustment to rental revenue. Above-market and below-market lease intangibles are amortized as a decrease and increase, respectively, to rental revenue. In-place lease intangibles are amortized on a straight-line basis ~~over the remaining term of the related lease~~ and included in depreciation and amortization expense. ~~Above-market~~All lease intangibles are amortized over the remaining term of the respective leases, ~~as a decrease in rental revenue, and below-market lease intangibles are amortized as an increase to rental revenue over the remaining term of the respective leases. The remaining term~~which includes the initial term of the lease ~~but~~and may also include the renewal periods if the Company believes it is reasonably certain the tenant will exercise the renewal option. If the Company subsequently determines it is reasonably certain that the tenant will

not exercise the renewal option, the unamortized portion of any related lease intangible is accelerated over the remaining initial

term of the lease. If the Company believes the intangible balance is no longer recoverable, the unamortized portion of any related lease intangible is immediately recognized in impairments in the Company’s consolidated statements of operations.

Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term investments. Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. Cash, cash equivalents and restricted cash consisted of the following (in thousands):

⁽¹⁾ Funds held in lender-controlled accounts generally used to meet future debt service or certain property operating expenses.

~~Allowance for Doubtful Accounts~~⁽²⁾Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant.

The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area in which the tenant operates. If the collectability of a receivable with respect to any tenant is ~~in doubt, a provision for uncollectible amounts will be established or~~not probable of collection, a direct write-off of the specific receivable will be made. The Company ~~provided for reserves for uncollectible amounts totaling $1.8~~had accounts receivable balances of $24.9 million and ~~$3.8~~$29.5 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, ~~against accounts receivable balances~~after the impact of ~~$8.5~~$12.2 million and ~~$11.4~~$13.1 million ~~respectively.~~of receivables, respectively, were deemed not probable of collection. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. ~~Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted.~~

For receivable balances related to the straight-line method of reporting rental revenue, the collectability is generally assessed in conjunction with the evaluation of rental income as described above. The Company ~~has a reserve for losses~~had straight-line rent receivables of ~~$4.4~~$98.7 million and ~~$0.4~~$93.1 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, ~~against straight-line rent receivables~~after the impact of ~~$89.1~~$15.6 million and ~~$84.0~~$14.5 million ~~respectively.~~of receivables, respectively, were deemed not probable of collection. These receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets.

Goodwill arises from business combinations ~~and represents~~as the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. ~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment~~. ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating the Step 2 requirement to calculate the implied fair value of goodwill. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted ASU 2017-04 effective January 1, 2020. Goodwill is tested for impairment at the reporting unit level ~~on an annual basis and~~annually or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs a qualitative assessment to determine if the quantitative impairment test is necessary. The quantitative impairment test, if deemed necessary, compares the fair value of each reporting unit with its carrying amount and impairment is recognized as the amount by which the carrying amount exceeds the reporting unit’s fair value. NaN impairment was recorded for the periods presented.

The Corporation may enter into forward sale agreements for the sale and issuance of shares of its common stock, either through an underwritten public offering or through our ATM Program. These agreements may be physically settled in stock, settled in cash, or net share settled at the Corporation’s election. The Company evaluated the forward sale agreements and concluded they meet the conditions to be classified within stockholders’ equity. Prior to settlement, a forward sale agreement will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of the Corporation’s common stock used in diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Corporation’s common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of the Corporation’s common stock that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Corporation’s common stock is above the

adjusted forward sale price. However, upon settlement of a forward sales agreement, if the Corporation elects to physically settle or net share settle such forward sale agreement, delivery of the Corporation’s shares will result in dilution to the Company’s earnings per share.

The Corporation has elected to be taxed as a REIT under the Code. As a REIT, the Corporation generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of the Company’s assets, the amounts distributed to the Corporation’s stockholders and the ownership of Corporation stock. Management believes the Corporation has qualified and will continue to qualify as a ~~REIT and, therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements.~~REIT. Even if the Corporation qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income.

Taxable income earned by any of the Company's taxable REIT subsidiaries, including from non-REIT activities, is subject to federal, state and local taxes. ~~The rights and obligations~~Taxable income from non-REIT activities managed through any of the ~~Asset Management Agreement were transferred to SRAM, a wholly-owned~~Company's taxable REIT subsidiary of Spirit, on April 1, 2019, which was subsequently terminated and simultaneously replaced by the Interim Management Agreement between SRAM and SMTA, effective as of September 20, 2019. Accordingly, commencing from April 1, 2019, all asset management fees, including the termination fee income, weresubsidiaries is subject to ~~income tax.~~

~~The Operating Partnership is a partnership for~~ federal, ~~income tax purposes. Partnerships are pass-through entities~~state, and local taxes, which are not subject to U.S. federal income taxes, therefore 0 provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership.

~~Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations.~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~, which requires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and as such, the Company adopted ASU 2016-13 effective January 1, 2020. Per the subsequently issued ASU 2018-19, receivables arising from operating leases are not within the scope of ASU 2016-13. As such, the Company reviewed receivables within the scope of ASU 2016-13 totaling $40.3 million, which were comprised of loans receivable and real estate assets held under direct financing lease. The Company determined the key credit quality indicator was the credit rating of the borrower, coupled with remaining time to maturity. As a result, the adoption of the new guidance resulted in the recognition of a loss of $0.3 million on January 1, 2020, which is recorded in impairments on the accompanying consolidated statement of operations.

In April 2020, the FASB released a Staff Q&A regarding the accounting for lease concessions related to the effects of the COVID-19 pandemic. The FASB noted that the underlying premise in requiring a modified lease to be accounted for as if it were a new lease under ASC 842 is that the modified terms and conditions affect the economics of the lease for the remainder of the lease term. As such, the FASB staff clarified that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). The Company expects to make this election and account for rent deferrals by increasing the straight-line rent receivables as receivables accrue and continue to recognize income during the deferral period. Lease concessions other than rent deferrals will continue to be evaluated to determine if a substantive change to the consideration in the original contract lease contract has occurred and should be accounted for as a lease modification. Management will continue to evaluate any amounts recognized for collectability, regardless of whether accounted for as a lease modification or not, and will record a provision for losses against rental income for amounts that are not probable of collection.material.

As of March 31, ~~2020,~~2021, the Company's gross investment in owned real estate properties totaled approximately ~~$6.3~~$7.0 billion. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 48 states with Texas, at ~~11.4%~~10.7%, as the only state with a gross investment greater than 10.0% of the total gross investment of the Company's entire portfolio.

During the three months ended March 31, ~~2020,~~2021, the Company had the following real estate activity, net of accumulated depreciation and amortization (dollars in thousands):

	Number of Properties									Dollar Amount of Investments									Number of Properties									Dollar Amount of Investments
	Held in Use			Held for Sale			Total			Held in Use			Held for Sale			Total			Held in Use			Held for Sale			Total			Held in Use			Held for Sale			Total
Gross balance, December 31, 2019		1,750			2			1,752		$	6,140,775		$	1,223		$	6,141,998
Gross balance, December 31, 2020																				1,853			7			1,860		$	6,777,673		$	27,764		$	6,805,437
Acquisitions/improvements ⁽¹⁾		27			—			27			215,011			—			215,011			25			0			25			193,581			0			193,581
Dispositions of real estate ⁽²⁾		(5	)		(2	)		(7	)		(17,114	)		(1,223	)		(18,337	)		(3	)		(2	)		(5	)		(4,410	)		(7,758	)		(12,168	)
Transfers to Held for Sale		(5	)		5			—			(3,362	)		3,362			—			(3	)		3			0			(5,413	)		5,413			0
Transfers from Held for Sale		—			—			—			—			—			—			1			(1	)		0			1,683			(1,683	)		0
Impairments ⁽³⁾		—			—			—			(40,468	)		—			(40,468	)		0			0			0			(6,727	)		(3	)		(6,730	)
Write-off of intangibles		—			—			—			(26,594	)		—			(26,594	)
Reset of gross balances⁽⁴⁾																				0			0			0			(5,050	)		(107	)		(5,157	)
Other		—			—			—			(1,330	)		—			(1,330	)		0			0			0			(27	)		0			(27	)
Gross balance, March 31, 2020		1,767			5			1,772			6,266,918			3,362			6,270,280
Gross balance, March 31, 2021																				1,873			7			1,880			6,951,310			23,626			6,974,936
Accumulated depreciation and amortization											(855,787	)		(236	)		(856,023	)											(1,032,994	)		(167	)		(1,033,161	)
Net balance, March 31, 2020 ⁽⁴⁾										$	5,411,131		$	3,126		$	5,414,257
Net balance, March 31, 2021 ⁽⁵⁾																												$	5,918,316		$	23,459		$	5,941,775

As of March 31, 2021, December 31, 2020 and ~~December~~March 31, ~~2019,~~2020, the Company held ~~1,760~~1,869, 1,852 and ~~1,745~~1,760 properties under operating leases, respectively. The following table summarizes the components of rental income recognized on these operating leases in the accompanying consolidated statements of operations (in thousands):

Scheduled minimum future ~~contractual~~ rent to be received under the remaining non-cancellable term of these operating leases (including contractual fixed rent increases occurring on or after April 1, ~~2020)~~2021) at March 31, ~~2020~~2021 are as follows (in thousands):

Because lease renewal periods are exercisable at the lessees' options, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees' gross sales or lease escalations based on future changes in the CPI.

The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands):

As of March 31, ~~2020,~~2021, the Company held 1 property under a direct financing lease, which was held in use. As of March 31, ~~2020,~~2021, this property had ~~$4.0~~$3.4 million in scheduled minimum future payments to be received under ~~the~~its remaining non-cancellable ~~terms of its lease.~~lease term. The Company evaluated the collectability of the amounts receivable ~~under the direct financing lease,~~ and recorded a net reserve for uncollectible amounts totaling ~~$0.3~~$0.1 million during 2020, primarily as a result of the initial term extending until 2027. As of March 31, 2021, there remained a reserve of $0.1 million against the net investment balance of ~~$7.6 million as of March 31, 2020, primarily as a result of the borrower’s credit rating being non-investment grade and the initial term extending until 2027.~~$7.5 million.

As of March 31, 2020, the Company held 2 first-priority mortgage loans. The mortgage loans are secured by single-tenant commercial properties and have fixed interest rates over the term of the loans. There was 1 other note receivable as of March 31, 2020, which is secured by tenant assets and stock. As of March 31, 2020, these loans had an outstanding principal balance of $30.6 million and an unamortized premium balance of $0.5 million. The Company evaluated the collectability of the amounts receivable under the loans receivable and recorded an allowance for loan losses of $0.3 million against the carrying value of $31.1 million. The amount of the allowance was primarily driven by the borrowers’ having investment grade credit ratings and maturities in 2020.

The following table summarizes total impairments and allowance for credit losses recognized in the accompanying consolidated statements of operations (in thousands):

The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes which were issued by the Company. Subsequently, an intercompany note between the Company and the Operating Partnership was executed with terms identical to those of the Convertible Notes. Therefore, in the consolidated balance sheet of the Operating Partnership, the amounts related to the Convertible Notes are reflected as notes payable to Spirit Realty Capital, Inc., net. The Company's debt is summarized below (dollars in thousands):

	Weighted Average Effective Interest Rates ⁽¹⁾	Weighted Average Stated Interest Rates ⁽²⁾	Weighted Average Remaining Years to Maturity⁽³⁾		March 31, 2020			December 31, 2019			Weighted Average Effective Interest Rates ⁽¹⁾	Weighted Average Stated Interest Rates ⁽²⁾		Weighted Average Remaining Years to Maturity⁽³⁾		March 31, 2021			December 31, 2020
Revolving credit facilities	3.17%	2.26%		3.0	$	500,000		$	116,500		3.30%		—		2.0	$	—		$	—
Term loans											1.96%		—		—		—			178,000
Senior Unsecured Notes	3.85%	3.73%		8.4		1,500,000			1,500,000		3.61%	3.25%			8.2		2,750,000			1,950,000
CMBS	5.81%	5.47%		3.6		217,320			218,338
Mortgages payable											4.48%	5.83%			9.6		5,723			214,237
Convertible Notes	5.63%	3.75%		1.1		345,000			345,000		5.64%	3.75%			0.1		190,426			190,426
Total debt	4.20%	3.59%		6.0		2,562,320			2,179,838		3.80%	3.28%			7.7		2,946,149			2,532,663
Debt discount, net						(8,047	)		(9,272	)							(12,078	)		(7,807	)
Deferred financing costs, net ⁽⁴⁾						(16,693	)		(17,549	)							(22,309	)		(18,515	)
Total debt, net					$	2,537,580		$	2,153,017							$	2,911,762		$	2,506,341

Deferred financing costs and offering discount/premium incurred in connection with entering into debt agreements are amortized to interest expense over the initial term of the respective agreement. Both deferred financing costs and offering discount/premium are recorded net against the principal debt balance on the consolidated balance sheets, except for deferred costs related to revolving credit facilities, which are recorded in deferred costs and other assets, net.

On January 14, 2019, the Operating Partnership entered into the 2019 Revolving Credit and Term Loan Agreement, ~~comprised of~~which includes the 2019 Credit ~~Facility and the A-1 Term Loans, which replaced the 2015 Credit Agreement and 2015 Term Loan Agreement, respectively.~~Facility. The 2019 Credit Facility is comprised of $800.0 million of aggregate revolving commitments with a maturity date of March 31, 2023 and includes 2 six-month extensions that can be exercised at the Company’s option. The 2019 Revolving Credit and Term Loan Agreement includes an accordion feature providing for an additional $400.0 million of revolving borrowing capacity, subject to satisfying certain ~~requirements and obtaining additional lender commitments. The 2019 Credit Facility has an initial maturity date of March 31, 2023 and includes 2~~ ~~six-month~~ ~~extensions that can be exercised at the Company’s option.~~requirements. Borrowings may be repaid, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any.

As of March 31, ~~2020, the~~2021, outstanding loans under the 2019 Credit Facility bore interest at 1-Month LIBOR plus an applicable margin of 0.90% per annum and the aggregate revolving commitments incurred a facility fee of 0.20% per annum, in each case, based on the Operating Partnership's credit rating, which was upgraded to BBB by S&P in May 2019. Prior to the upgrade, the 2019 Credit Facility bore interest at LIBOR plus an applicable margin of 1.10% per annum and the aggregate revolving commitments incurred a facility fee of 0.25% per annum.rating.

~~Deferred financing costs incurred in connection with entering into the 2019 Credit Facility are being amortized to interest expense over its remaining initial term.~~ The unamortized deferred financing costs were ~~$3.4~~$2.3 million as of March 31, ~~2020,~~2021, compared to ~~$3.7~~$2.6 million as of December 31, ~~2019, and are recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets.~~

2020.As of March 31, ~~2020, $300.0~~2021, the full $800.0 million of borrowing capacity was available under the 2019 Credit ~~Facility. NaN~~Facility and there were 0 outstanding letters of ~~credit existed under the agreement as of March 31, 2020.~~credit. The Operating Partnership's ability to borrow under the 2019 Credit Facility is subject to ongoing compliance with a number of customary financial ~~covenants~~ and other ~~customary~~ affirmative and negative ~~covenants. As~~covenants, all of ~~March 31, 2020,~~which the Company and the Operating Partnership were in compliance with ~~these financial covenants.~~as of March 31, 2021.

On April 2, 2020, the Operating Partnership entered into the 2020 Term Loan Agreement, which provided for $200.0 million of unsecured term loans with a maturity date of April 2, 2022. The 2020 Term Loan Agreement included an accordion feature, which the Operating Partnership fully exercised in the second quarter of 2020 to borrow an additional $200.0 million of term loans. The 2020 Term Loans bore interest at LIBOR plus an applicable margin of 1.50% per annum, based on the Operating Partnership’s credit rating. In connection with entering into the 2020 Term Loan Agreement, the Company incurred $2.5 million in deferred financing costs.

On August 6, 2020, the issuance of the 2031 Senior Unsecured Notes triggered a mandatory prepayment under the 2020 Term Loan Agreement. As such, the Company repaid $222.0 million of the 2020 Term Loans and wrote-off $1.0 million of related unamortized deferred financing costs. On January 4, 2021, the Company repaid the 2020 Term Loan in full and wrote-off the remaining unamortized deferred financing costs.

The Senior Unsecured Notes were issued by the Operating Partnership and guaranteed by the Company. The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands):

	Maturity Date	Stated Interest Rate	March 31, 2020		December 31, 2019			Maturity Date	Interest Payment Dates	Stated Interest Rate	March 31, 2021		December 31, 2020
2026 Senior Notes	September 15, 2026	4.45%	$	300,000	$	300,000		September 15, 2026	March 15 and September 15	4.45%	$	300,000	$	300,000
2027 Senior Notes	January 15, 2027	3.20%		300,000		300,000		January 15, 2027	January 15 and July 15	3.20%		300,000		300,000
2028 Senior Notes								March 15, 2028	March 15 and September 15	2.10%		450,000		—
2029 Senior Notes	July 15, 2029	4.00%		400,000		400,000		July 15, 2029	January 15 and July 15	4.00%		400,000		400,000
2030 Senior Notes	January 15, 2030	3.40%		500,000		500,000		January 15, 2030	January 15 and July 15	3.40%		500,000		500,000
2031 Senior Notes								February 15, 2031	February 15 and August 15	3.20%		450,000		450,000
2032 Senior Notes								February 15, 2032	February 15 and August 15	2.70%		350,000		—
Total Senior Unsecured Notes		3.73%	$	1,500,000	$	1,500,000	Total Senior Unsecured Notes			3.25%	$	2,750,000	$	1,950,000

On August 6, 2020, the Operating Partnership issued $450.0 million aggregate principal amount of 2031 Senior Notes, resulting in net proceeds of $441.3 million. In connection with the August 2020 offering, the Operating Partnership incurred $4.2 million in deferred financing costs and an offering discount of $4.5 million. On March 3, 2021, the Operating Partnership issued $800.0 million aggregate principal amount of Senior Unsecured Notes, ~~are payable on January 15 and July 15~~comprised of ~~each year, except for the 2026~~$450.0 million aggregate principal amount of 2028 Senior Notes ~~which are payable on~~and $350.0 million aggregate principal amount of 2032 Senior Notes, resulting in net proceeds of $787.7 million. In connection with the March 152021 offering, the Operating Partnership incurred $7.1 million in deferred financing costs and ~~September 15~~an offering discount of ~~each year.~~ $5.2 million.

The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: 100% of the principal amount of the respective Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium. If any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes and 2028 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium.

~~Deferred financing costs and offering discounts incurred in connection with the issuance the Senior Unsecured Notes are being amortized to interest expense over the lives of the respective SeniorUnsecured Notes.~~ As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the unamortized deferred financing costs were ~~$12.6~~$22.2 million and ~~$12.9~~$15.6 million, respectively, and the unamortized discount was ~~$2.9~~$12.0 million and ~~$3.0~~$7.0 million, respectively. ~~Both the deferred financing costs and offering discount are recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets.~~

In connection with the issuance of the Senior Unsecured Notes, the Company and Operating Partnership are subject to ongoing compliance with a number of customary financial ~~covenants~~ and other ~~customary~~ affirmative and negative ~~covenants. As~~covenants, all of ~~March 31, 2020,~~which the Company and the Operating Partnership were in compliance with ~~these financial covenants.~~

In connection with the issuance of the 2028 and 2032 Senior Unsecured Notes, the Company repaid 3 of its fixed-rate non-recourse loans during the three months ended March 31, 2021. As such, as of March 31, 2021, indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under 52 fixed-rate non-recourse loans. These loans ~~which~~ have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates for the loans were 5.80% and 6.00%, respectively. As of March 31, 2021, these non-defaulted loans were each secured by 1 property. There were 0 unamortized deferred financing costs as of March 31, ~~2020 for the loans ranged from 5.23%~~2021, compared to ~~6.00%, with a weighted average stated rate of 5.47%. As of March 31, 2020, the loans were secured by 88 properties. As of March 31, 2020 and December 31, 2019, the~~ unamortized deferred financing costs ~~associated with the CMBS loans were $2.4 million and $2.6 million, respectively, and the unamortized net offering premium was $0.3~~of $1.9 million as of December 31, 2020. The unamortized net premium as of both ~~periods. Both the deferred financing costs~~March 31, 2021 and offering premium were recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets and are being amortized to interest expense over the term of the respective loans.December 31, 2020 was $0.2 million.

In May 2014, the Company issued ~~$402.5 million aggregate principal amount of 2.875% convertible notes due in 2019 and~~ $345.0 million aggregate principal amount of 3.75% convertible notes due in 2021. Proceeds from the issuance were contributed to the Operating Partnership and are recorded as a note payable to Spirit Realty Capital, Inc. on the consolidated balance sheets of the Operating Partnership. The 2019 Notes matured on May 15, 2019 and were settled in cash. The 2021 Notes will mature on May 15, 2021 and interest is payable semi-annually in arrears on May 15 and November 15 of each year. During the year ended December 31, 2020, the Company repurchased $154.6 million of the 2021 Notes in cash.

The 2021 Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation’s common stock, or a combination thereof. The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding a current threshold of $0.73026 per share. As of March 31, ~~2020,~~2021, the conversion rate was 17.4458 per $1,000 principal note, which reflects the adjustment from the SMTA dividend distribution related to the Spin-Off, in addition to the other regular dividends declared during the life of the ~~Convertible~~2021 Notes. Earlier conversion may be triggered if shares of the Corporation’s common stock trade higher than the established thresholds, if the 2021 Notes trade below established thresholds, or certain corporate events occur.

Offering discount and deferred financing costs incurred in connection with the issuance of the Convertible Notes are being amortized to interest expense over the term of the respective Convertible Notes and, as such, the amounts related to the

~~2019 Notes were fully amortized in May 2019.~~ As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the unamortized discount was ~~$5.4~~$0.3 million and ~~$6.5~~$1.0 million, ~~respectively. As of March 31, 2020~~respectively, and ~~December 31, 2019,~~ the unamortized deferred financing costs were ~~$1.7~~$0.1 million and ~~$2.1~~$0.3 million, respectively. ~~These amounts are shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets.~~ The equity component of the conversion feature was $55.1 million as of both March 31, ~~2020~~2021 and December 31, ~~2019~~2020 and is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs.

During the three months ended March 31, 2021, the Company extinguished a total of $178.0 million of indebtedness outstanding under the 2020 ~~we did 0t extinguish any debt.~~Term Loans, resulting in a loss on debt extinguishment of $0.7 million. Additionally, the Company extinguished a total of $207.4 million aggregate principal amount of CMBS indebtedness on 3 loans secured by 86 properties, resulting in a loss on debt extinguishment of $28.5 million.

During the three months ended March 31, ~~2019,~~2020, the Company extinguished a total of $10.4 million aggregate principal amount of CMBS indebtedness on 1 defaulted loan, which was secured by 1 property. The loan had a default interest rate of 9.85% and resulted in a gain on debt extinguishment of $9.5 million. Additionally, as a result of the termination of the 2015 Credit Agreement and the 2015 Term Loan Agreement, the Company recognized a loss on debt extinguishment of $0.7 million.did 0t extinguish any debt.

As of March 31, ~~2020,~~2021, scheduled debt maturities, including balloon payments, were as follows (in thousands):

The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands):

During the three months ended March 31, 2020, portions of awards of restricted common stock and market-based share awards granted to certain of the Company's officers and other employees vested. The vesting of these awards, granted pursuant to the Amended Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 44.5 thousand shares of common stock valued at $2.3 million, solely to pay the associated statutory tax withholdings during the three months ended March 31, 2020.

In November 2016, the Board of Directors approved a $500 million ATM ~~Program.~~Program and the Corporation terminated its prior program. The agreement ~~provides~~provided for the offer and sale of shares of the Corporation’s common stock having an aggregate gross sales price of up to $500.0 million through the agents, as its sales agents or, if applicable, as forward sellers for forward purchasers, or directly to the agents acting as principals. The Company ~~may~~could sell shares in amounts and at times to be determined by the Company but ~~has~~had no obligation to sell any of the shares in the 2016 ATM program. ~~Since~~From inception of the 2016 ATM Program through ~~March 31,~~its termination in November 2020, ~~5.6~~8.8 million shares of the Corporation’s common stock were sold. Of the total shares sold since inception, 7.0 million were sold through forward sales agreements. There were 0.6 million shares remaining under open forward sales agreements as of March 31, 2021, with a weighted average forward settlement price of $36.17 per share and a final settlement date of September 8, 2021.

In November 2020, the Board of Directors approved a new $500.0 million ATM Program, and the Corporation terminated its 2016 ATM program. Since inception of the 2020 ATM Program through March 31, 2021, 4.9 million shares of the Company’s common stock have been sold, of which ~~0.4~~1.4 million were sold during the three months ended March 31, ~~2020 at a weighted average price per share of $49.30, generating $17.9~~2021. All 4.9 million ~~in gross proceeds. 3.8 million of these sales~~shares sold since inception were through forward ~~sales~~sale agreements, all of which ~~0.4 million were physically settled in shares during the three months ended March 31, 2020. There were 0~~remained open ~~forward sales agreements under the ATM Program~~ as of March 31, ~~2020. Aggregate gross proceeds capacity~~2021, with a weighted average forward settlement price of ~~$246.3~~$38.17 per share. The forward contracts have final settlement dates as follows:

Approximately $313.2 million remained available under the program as of March 31, ~~2020.~~2021.

As of March 31, ~~2020,~~2021, the Company had 6.9 million shares of 6.00% Series A Preferred Stock outstanding. The Series A Preferred Stock pays cumulative cash dividends at the rate of 6.00% per annum on the liquidation preference of $25.00 per share (equivalent to $0.375 per share on a quarterly basis and $1.50 per share on an annual basis).

For the three months ended March 31, ~~2020,~~2021, the Company's Board of Directors declared the following dividends:

The common stock dividend declared on February ~~27, 2020~~17, 2021 is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets as of March 31, ~~2020.~~2021.

The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are typically insured against such claims. The Company is contingently liable for $5.7 million of debt owed by 1 of its former tenants until the maturity of the debt on March 15, 2022. The Company has accrued the full $5.7 million liability in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet as of both March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the consolidated financial statements. As of March 31, ~~2020,~~2021, 0 accruals have been made.

As of March 31, ~~2020,~~2021, there were 0 outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

As of March 31, ~~2020,~~2021, the Company had commitments totaling ~~$20.4~~$194.3 million, of which ~~$7.3~~$173.8 million relates to future acquisitions, with the remainder to fund improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on the results of due diligence. ~~$18.9~~$184.1 million of these commitments are expected to be funded during fiscal year ~~2020,~~2021, with the remainder to be funded by ~~2021.~~the end of 2022.

The Company leases its current corporate office space and certain office equipment, which are classified as operating leases. The Company's lease of its corporate office space has an initial term that expires on January 31, 2027 and is renewable at the Company's option for two additional periods of five years each after the initial term. The corporate office

lease contains a variable lease cost related to the lease of parking spaces and a non-lease component related to the reimbursement of certain common area maintenance expenses, both of which are recognized as incurred.

~~The~~As of March 31, 2021, the Company is also a lessee under ~~five~~four long-term, non-cancellable ground leases under which it is obligated to pay monthly ~~rent as of March 31, 2020.~~rent. For all 54 of the ground leases, rental expenses are reimbursed by unrelated third parties, and the corresponding rental revenue is recorded in rental income on the accompanying consolidated statements of operations. All leases are classified as operating leases and have a weighted average remaining lease term of ~~7.3~~6.7 years.

As of March 31, ~~2020,~~2021, the Company had a right-of-use lease asset balance of ~~$5.3~~$4.3 million and total operating lease liabilities of ~~$7.2~~$6.0 million for these lessee contracts.

The Company ~~uses~~may use interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in AOCL and the change is reflected as cash flow hedge changes in fair value in the supplemental disclosures of non-cash investing and financing activities in the consolidated statement of cash flows. Amounts will subsequently be reclassified to earnings when the hedged item affects earnings. The Company does not enter into derivative contracts for speculative or trading purposes and does not have derivative netting arrangements.

The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings.

In December 2018, the Company entered into interest rate swap agreements. In the ~~three months ended September 30,~~third quarter of 2019, the Company terminated ~~its~~those interest rate swaps and accelerated the reclassification of a loss of $12.5 million from AOCL to termination of interest rate swaps as a result of a portion of the hedged forecasted transactions becoming probable not to occur. There were no events of default related to the interest rate swaps prior to their termination. Given that a ~~proportion~~portion of the hedged transactions remained probable to occur, $12.3 million of the loss was deferred in other comprehensive loss and will be amortized over the remaining initial term of the interest rate swaps, which ends March 31, 2024. As of March 31, ~~2020,~~2021, the unamortized portion of loss in AOCL related to terminated interest rate swaps was ~~$10.8~~$8.0 million.

The ~~following table provides information about the amounts recorded in~~amount of loss reclassified from AOCL ~~as well as the loss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately,~~to interest expense was $0.7 million for both the three months ended March 31, ~~2020(in thousands):~~

2021 and 2020. During the next 12 months, we estimate that approximately $2.8 million will be reclassified as an increase to interest expense related to terminated hedges of existing floating-rate debt.

Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. Real estate assets and their related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant, ~~or non-operating,~~ tenant bankruptcy or delinquency, and leases expiring in 60 days or less. The fair values of ~~impaired~~ real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements (“PSA”) or letters of intent (“LOI”); broker opinions of value (“BOV”); recently quoted bid or ask prices, or market prices for comparable properties; estimates of discounted cash flows, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, expenses based

upon market conditions and capitalization rates; and expectations for the use of the real estate. ~~Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy.~~ The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of their respective measurement dates (in thousands):

Fair Value Hierarchy Level

Description

Fair Value

Level 1

Level 2

Level 3

Assets held at March 31, 2020

Impaired at March 31, 2020

$
54,688

$
—

$
—

$
54,688

Assets held at December 31, 2019

Impaired at June 30, 2019

$
1,893

$
—

$
—

$
1,893

Impaired at September 30, 2019

$
1,093

$
—

$
—

$
1,093

Impaired at December 31, 2019

$
11,594

$
—

$
—

$
11,594

			Fair Value Hierarchy Level
Description	Fair Value		Level 1		Level 2		Level 3
Assets held at March 31, 2021
Impaired at March 31, 2021	$	5,339	$	0	$	0	$	5,339

Assets held at December 31, 2020
Impaired at March 31, 2020	$	36,491	$	0	$	0	$	36,491
Impaired at June 30, 2020	$	8,055	$	0	$	0	$	8,055
Impaired at September 30, 2020	$	10,027	$	0	$	0	$	10,027
Impaired at December 31, 2020	$	14,259	$	0	$	0	$	14,259

As of March 31, 2021, the Company held 9 properties that were impaired during 2021. As of December 31, 2020, the Company held 2223 properties that were impaired during 2020. ~~As of December 31, 2019, the Company held 16 properties that were impaired during 2019.~~ For 1 of the properties held at ~~March~~December 31, 2020, the Company estimated fair value using a capitalization rate of 10.06% ~~based on comparative capitalization rates from market comparables. For 1 of the properties held at December 31, 2019, the Company estimated fair value using a capitalization rate of 9.62%~~ based on comparative capitalization rates from market comparables. For the remaining properties, the Company estimated property fair value using price per square foot from unobservable inputs and, for the properties valued using comparable properties ~~at March 31,~~during 2020, the price per square foot includes a discount of 0-10% to account for the market impact of COVID-19. The unobservable inputs for the remaining properties are as follows:

Unobservable Input	Asset Type	Property Count		Price Per Square Foot Range	Weighted Average Price Per Square Foot	Square Footage		Asset Type	Property Count		Price Per Square Foot Range	Weighted Average Price Per Square Foot		Square Footage
March 31, 2020
March 31, 2021
PSA, LOI or BOV								Retail		6	$24.67 - $353.00	$	42.87		76,968
Comparable Properties	Retail		14	$4.35 - $740.74	$47.89		533,803	Retail		3	$29.35 - $483.09	$	51.62		41,743

December 31, 2020
PSA, LOI or BOV	Retail		5	$2.50 - $222.02	$33.27		338,484	Retail		11	$16.67 - $338.98	$	43.32		577,945
PSA, LOI or BOV	Industrial		1	$13.79	$13.79		35,551
PSA, LOI or BOV	Office		1	$96.39	$96.39		4,310

December 31, 2019
Comparable Properties	Retail		4	$34.45 - $740.74	$104.84		35,885	Retail		10	$4.35 - $282.08	$	57.62		431,563
PSA, LOI or BOV	Retail		10	$24.78 - $323.00	$50.71		165,773
PSA, LOI or BOV	Office		1	$99.37	$99.37		4,310
Comparable Properties								Office		1	$79.80 - $103.79	$	89.25		28,804

Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits, and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at cost, which approximates fair value, on the accompanying consolidated balance sheets.

In addition, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at ~~March 31, 2020 and December 31, 2019.~~measurement date. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. The estimated fair values of these financial instruments have been derived either based on (i) market quotes for identical or similar instruments in markets that are not active or (ii) discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands):

During the three months ended March 31, ~~2020,~~2021, portions of awards of restricted common stock and market-based share awards granted to certain of the Company’s officers, directors and other employees vested. The vesting of these awards, granted pursuant to the Amended Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 98 thousand shares of common valued at $3.8 million, solely to pay the associated statutory tax withholdings during the three months ended March 31, 2021.

During the three months ended March 31, 2021, the Company granted ~~116~~91 thousand restricted shares under the Amended Incentive Award Plan to certain ~~executive officers and~~ employees. The Company recorded ~~$5.7~~$3.4 million in deferred compensation associated with these grants. Deferred compensation for restricted shares will be recognized in expense over the requisite service period. As of March 31, ~~2020,~~2021, there were approximately ~~334~~239 thousand unvested restricted shares outstanding.

During the three months ended March 31, ~~2020,~~2021, the Board of Directors, or committee thereof, approved target grants of 88170 thousand market-based awards to executive officers of the Company. The performance period of these grants runs primarily through December 31, ~~2022.~~2023. Potential shares of the Corporation’s common stock that each participant is eligible to receive is based on the initial target number of shares granted, multiplied by a percentage range between 0% and ~~300%~~375%. Grant date fair value of the market-based share awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the time horizons matching the performance periods. Significant inputs for the calculation were expected volatility of the Company of ~~25.2%~~42.8% and expected volatility of the Company's peers, ranging from ~~18.1%~~29.5% to ~~27.3%~~64.2%, with an average volatility of ~~21.7%~~39.3% and a risk-free interest rate of ~~1.07%~~0.19%. The fair value of the market-based award per share was ~~$67.30~~$77.57 as of the grant date. Stock-based compensation expense associated with unvested market-based share awards is recognized on a straight-line basis over the minimum required service period, which is generally three years.

Approximately ~~$2.8~~$1.5 million and ~~$2.7~~$2.3 million in dividend rights have been accrued as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. For outstanding non-vested awards at March 31, ~~2020, 0.4~~2021, 0.7 million shares would have been released based on the Corporation’s TSR relative to the specified peer groups through that date.

For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company recognized ~~$3.5~~$3.4 million and ~~$3.6~~$3.5 million, respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations. ~~As of March 31, 2020, the remaining unamortized stock-based~~Stock-based compensation expense totaled $20.6 million, comprised of $10.3 million related to both restricted stock awards and market-based awards. As of December 31, 2019, the unamortized stock-based compensation expense totaled $12.6 million, comprised of $6.6 million related to restricted stock awards and $6.0 million related to market-based awards. Amortization is recognized on a straight-line basis over the minimum required service period of each applicable award. As of March 31, 2021, the remaining unamortized stock-based compensation expense totaled $25.4 million, comprised of $8.0 million related to restricted stock awards and $17.4 million related to market-based awards. As of December 31, 2020, the unamortized stock-based compensation expense totaled $12.3 million, comprised of $6.4 million related to restricted stock awards and $5.9 million related to market-based awards.

Income per share ~~and unit~~ has been computed using the two-class method, which is computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both shares of common stock and participating securities based on the weighted average shares outstanding during the period. Classification of the Company's unvested restricted stock, which contain rights to receive nonforfeitable dividends, are deemed participating securities under the two-class method. Under the two-class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders.

The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net~~income~~ loss per share ~~and unit~~ computed using the two-class method (dollars in thousands):

	Three Months Ended March 31,						Three Months Ended March 31,
	2020			2019			2021			2020
Basic and diluted (loss) income:
(Loss) income from continuing operations	$	(15,847	)	$	43,578
Basic and diluted loss:
Loss from continuing operations							$	(1,469	)	$	(15,847	)
Less: dividends paid to preferred stockholders		(2,588	)		(2,588	)		(2,588	)		(2,588	)
Less: dividends attributable to unvested restricted stock		(207	)		(272	)		(144	)		(207	)
Net (loss) income attributable to common stockholders used in basic and diluted (loss) income per share	$	(18,642	)	$	40,718
Net loss attributable to common stockholders used in basic and diluted loss per share							$	(4,201	)	$	(18,642	)

Basic weighted average shares of common stock outstanding:
Weighted average shares of common stock outstanding		102,551,315			85,916,656			114,949,691			102,551,315
Less: unvested weighted average shares of restricted stock		(321,168	)		(419,563	)		(276,473	)		(321,168	)
Basic weighted average shares of common stock outstanding		102,230,147			85,497,093			114,673,218			102,230,147
Net (loss) income per share attributable to common stockholders - basic	$	(0.18	)	$	0.48
Net loss per share attributable to common stockholders - basic							$	(0.04	)	$	(0.18	)

Diluted weighted average shares of common stock outstanding: ⁽¹⁾
Plus: unvested market-based awards		—			7,804
Diluted weighted average shares of common stock outstanding		102,230,147			85,504,897			114,673,218			102,230,147
Net (loss) income per share attributable to common stockholders - diluted	$	(0.18	)	$	0.48
Net loss per share attributable to common stockholders - diluted							$	(0.04	)	$	(0.18	)

Potentially dilutive shares of common stock
Unvested shares of restricted stock, less shares assumed repurchased at market		133,839			132,744
Potentially dilutive shares of common stock related to:
Unvested shares of restricted stock								99,864			133,839
Unsettled shares under open forward equity contracts								411,074			—
Unvested shares of market-based awards		377,449			—			188,510			377,449

The Corporation intends to satisfy its exchange obligation for the principal amount of the 2021 Convertible Notes to the note holders entirely in cash; therefore, the "if-converted" method does not apply and the treasury stock method is being used. For the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Corporation’s average stock price was below the conversion price, resulting in 0 potentially dilutive shares related to the conversion spread of the 2021 Convertible Notes.

~~Subsequent to~~On May 31, 2018, the Company completed the spin-off (the "Spin-Off") of certain assets into an independent, publicly traded REIT, Spirit MTA REIT ("SMTA"). In conjunction with the Spin-Off, the Company ~~has~~entered into the Asset Management Agreement to provide various management services to SMTA. Effective September 20, 2019, the Asset Management Agreement was terminated and simultaneously replaced with the Interim Management Agreement, which was subsequently terminated on September 4, 2020. Asset management fees of $0.3 million were earned during the three months ended March 31, 2020 and are reflected as related party fee income in the consolidated statements of operations.

From the Spin-Off through September 4, 2020, the Company had continuing involvement with SMTA through related party agreements. The Company had cash inflows from SMTA of $0.3 million and cash outflows to SMTA of $4 thousand for the three months ended March 31, 2020. ~~The Company had cash inflows from SMTA of $11.0 million and cash outflows to SMTA of $18.9 million for the three months ended March 31, 2019.~~

In conjunction with the Spin-Off, the Company and SMTA entered into certain agreements, including the Separation and Distribution Agreement, Tax Matters Agreement, Registration Rights Agreement and Insurance Sharing Agreement. These agreements provide a framework for the relationship between the Company and SMTA after the Spin-Off, by which Spirit may incur certain expenses on behalf of SMTA that must be reimbursed in a timely manner. These agreements, except for the Tax Matters Agreement, were terminated in conjunction with the termination of the Asset Management Agreement. In conjunction with these arrangements, the Company had an accrued receivable balance of $0.3 million and 0 accrued payable balance as of March 31, 2020. As of December 31, 2019, the Company did not have material accrued receivable or payable balances in conjunction with these arrangements.

~~In conjunction with the Spin-Off, the Company entered into the Asset Management Agreement pursuant to which the Operating Partnership provided various management services to SMTA.~~ On June 2, 2019, concurrently with SMTA’s entry into an agreement to sell Master Trust 2014, the Company entered into a termination agreement of the Asset Management Agreement, which became effective on September 20, 2019. On June 2, 2019, the Company and SMTA also entered into

an Interim Management Agreement, which became effective on September 20, 2019, and which provides that the Company is entitled to an annual management fee of $1 million for the initial one-year term thereof and $4 million per annum for any renewal term, in each case plus certain cost reimbursements. The Interim Management Agreement is terminable at any time by SMTA and may be terminated at any time upon 180 days’ prior written notice by the Company, in each case without payment of a termination fee. On March 18, 2020, the Company notified SMTA of its intention to terminate the Interim Asset Management Agreement effective as of September 14, 2020. Management fees of $0.3 million and $5.0 million were earned during the three months ended March 31, 2020 and 2019, and are included in related party fee income in the consolidated statements of operations. As of both March 31, 2020 and December 31, 2019, the Company did not have material accrued receivable balances related to the Interim Management Agreement.

Prior to September 20, 2019, the Operating Partnership provided property management services and special services for Master Trust 2014. The property management fees accrued daily at 0.25% per annum of the collateral value of the Master Trust 2014 collateral pool less any specially serviced assets, and the special servicing fees accrued daily at 0.75% per annum of the collateral value of any assets deemed to be specially serviced per the terms of the Property Management and Servicing Agreement dated May 20, 2014. Property management fees of $1.5 million and special servicing fees of $0.4 million were earned during the three months ended March 31, 2019. These fees are included in related party fee income in the consolidated statements of operations. In conjunction with SMTA’s sale of Master Trust 2014 on September 20, 2019, the notes were retired and the Property Management and Servicing Agreement was terminated.

~~2020 Term Loan~~

On April 2, 2020, the Operating Partnership entered into an unsecured term loan agreement (the “2020 Term Loan Agreement”). The Term Loan Agreement provides for $200 million of term loans with a maturity date of April 2, 2022 and an accordion feature to increase the available term loans up to an aggregate of $400 million, subject to obtaining lender commitments and the satisfaction of certain customary conditions. On April 10, 2020, the Operating Partnership partially exercised the accordion feature to borrow an additional $100 million of term loans. Amounts outstanding under the 2020 Term Loans bear interest at LIBOR plus an applicable margin of 1.5% per annum. In addition, if any loans are outstanding after April 2, 2021, the Operating Partnership will be required to pay a one-time fee in an amount equal to 0.20% of the outstanding principal amount of loans. The proceeds from the 2020 Term Loans were used to reduce the amounts drawn under the 2019 Credit Facility.

Due to the onset of the COVID-19 pandemic later in the first quarter of 2020, certain of our tenants, especially those in industries considered “non-essential” under varying state “shelter-in-place” and “stay-at-home” orders and other restrictions on types of business that may continue to operate, may experience challenges or even closures. As such, we anticipate there to be an impact on their financial condition, results of operations, liquidity, ability to pay rent and creditworthiness. That impact may directly result in a reduction in our rental income and/or an increase in our property costs and impairments, as well as indirectly result in an increase in our general and administrative expenses, as we experience higher collectability issues and incur costs to negotiate rent deferrals, lease restructures, and/or lease terminations, as we deem appropriate on a case-by-case basis. Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent deferrals, we can provide no assurance that such efforts or our efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this quarterly report, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

The factors included in this quarterly report, including the documents incorporated by reference, and documents we subsequently file with the SEC and incorporate by reference, are not exhaustive and additional factors could adversely affect our business and financial performance. Additional factors that may cause risks and uncertainties include those discussed in the sections entitled "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~most recent~~ Annual Report on Form 10-K for the year ended December 31, 2020 and this report and subsequent filings with the SEC. All forward-looking statements are based on information that was available, and speak only, to the date on which they were made. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

Spirit Realty Capital, Inc. is a New York Stock Exchange listed company under the ticker symbol "SRC." We are a self-administered and self-managed REIT with in-house capabilities including acquisition, credit research, asset management, portfolio management, real estate research, legal, finance and accounting functions. We primarily invest in single-tenant real estate assets throughout the ~~U.S.,~~United States, which are generally acquired through sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high quality tenants with business operations within retail, industrial, office and other industries.

~~Single tenant,~~ Single-tenant, operationally essential real estate consists of properties that are ~~generally~~ free-standing, commercial real estate facilities where our tenants conduct activities that are essential to the generation of their sales and profits. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs.

As of March 31, ~~2020,~~2021, our owned real estate represented investments in ~~1,772~~1,880 properties. Our properties are leased to ~~298~~301 tenants across 48 states and 28 retail industries. As of March 31, ~~2020,~~2021, our owned properties were approximately ~~99.4%~~99.5% occupied (based on the number of economically yielding properties). ~~In addition, our investment in real estate includes commercial mortgage and other loans primarily secured by 43 real estate properties or other related assets.~~

Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners, and together own the remaining 99% of the Operating Partnership. As of March 31, 2021, our assets, liabilities, and results of operations are materially the same as those of the Operating Partnership. Although the Operating Partnership is currently wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for property owned by such third parties. In general, any partnership interests in the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when such partnership interests in the Operating Partnership are issued.

We have elected to be taxed as a REIT for federal income tax purposes and believe we have been organized and have operated in a manner that allows us to qualify as a REIT for federal income tax purposes.

On May 31, 2018, we completed a Spin-Off of all our interests in the assets that collateralized Master Trust 2014, our properties leased to Shopko, and certain other assets into an independent, publicly traded REIT, SMTA. In conjunction with the Spin-Off, we entered into the Asset Management Agreement with SMTA, pursuant to which the Company acted as external asset manager for SMTA for an annual management fee of $20.0 million. In September 2019, SMTA sold the assets held in Master Trust 2014 and approved a plan of liquidation. The Asset Management Agreement was terminated, and the Interim Management Agreement with SMTA became effective. Pursuant to the Interim Management Agreement, we are entitled to receive $1 million during the initial one-year term and $4 million for any renewal one-year term, plus certain cost reimbursements, to manage and liquidate the remaining SMTA assets. On March 18, 2020, we provided notification that we intend to terminate the Interim Management Agreement, effective as of September 14, 2020.

~~Due to~~Given the onset of the COVID-19 pandemic ~~later~~ in ~~the first quarter of~~ 2020, ~~there was little impact on our first quarter 2020 results. However, as certain~~many of our tenants especially those in industries considered “non-essential” under varying state “shelter-in-place” and “stay-at-home” orders and other restrictions on types of business that may continue to operate, experience challenges or even closures, we anticipate there to be an impact on their financial condition, results of operations, liquidity, ability to pay rent and creditworthiness. That impact may directly result in a reduction in our rental income and/or an increase in our property costs and impairments, as well as indirectly result in an increase in our general and administrative expenses, as we experience higher collectability issues and incur costs to negotiaterequested rent deferrals ~~lease restructures and/~~or ~~lease terminations, as we deem appropriate on a case-by-case basis. As~~other forms of ~~the date of this report, our~~relief. Our discussions with tenants requesting ~~rent deferrals (and other forms of relief) have been~~relief substantially focused on industries that ~~are~~have been directly disrupted by the COVID-19 pandemic and restrictions intended to prevent its spread, particularly ~~health and fitness,~~ movie theaters, ~~quick service and~~ casual dining restaurants, entertainment, ~~car washes, dealerships, home décor, home furnishings, department stores~~health and ~~education.~~fitness and hotels. These and other industries may be further impacted in the future depending on various factors, including the duration of the COVID-19 pandemic, ~~and~~the reinstitution of restrictions intended to prevent its spread ~~and even~~or the imposition of new, more restrictive measures. Even after ~~certain of~~ such restrictions are lifted or reduced, the willingness of customers to visit our tenants’ businesses may be reduced due to lingering concerns regarding the continued risk of COVID-19 transmission and heightened sensitivity to risks associated with the transmission of ~~other~~ diseases. ~~We are~~

For the three months ended March 31, 2021, we deferred $3.6 million of rent, of which we recognized $2.7 million in rental income (the remaining $0.9 million was deemed not ~~able to predict the duration~~probable of ~~such customer behavior.~~

collection), and abated $0.9 million of rent. As of ~~May 1, 2020,~~March 31, 2021, we ~~have collected approximately 70%~~had an accounts receivable balance of ~~April 2020 Contractual Rent of $39.3~~$18.5 million including from nine of our top 10 tenants and 17 of our top 20 tenants. In addition, as of that date, we have granted rent deferral requests for tenants representing approximately 27% of our April 2020 Contractual Rent. Suchrelated to deferred rent. For rent deferrals, the deferral periods range generally ~~defer rent payments~~ from 30one to ~~90 days~~six months, with an average deferral period of three months and ~~require the tenant to repay the deferred rent within 12~~an average repayment period of 11 months. Of the tenants who we have

granted rent deferrals, ~~25%~~22% are public companies and the weighted average remaining lease term of leases with deferrals is 9.5 years (based on Base Rent). For the remainder of 2021, we expect to continue to see reductions in the impact of COVID-19. Currently, we have granted maximum rent deferrals of $7.7 million and abatements of $0.1 million for ~~such tenants is 12.1 years.~~periods after March 31, 2021. Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent deferrals, we can provide no assurance that such efforts or our efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period. Refer to “Part II—Other Information, Item 1A. Risk Factors” for additional information about the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our stockholders.

The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and various other assumptions deemed reasonable under the circumstances. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of our critical accounting policies is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. We have not made any material changes to these policies during the periods covered by this quarterly report.

Comparison of Three Months Ended March 31, ~~2020~~2021 to Three Months Ended March 31, ~~2019~~2020

	Three Months Ended March 31,												Three Months Ended March 31,
(In Thousands)	2020			2019			Change			% Change			2021			2020			Change			% Change
Revenues:
Rental income	$	121,363		$	104,067		$	17,296			16.6	%	$	134,658		$	121,363		$	13,295			11.0	%
Interest income on loans receivable		419			986			(567	)		(57.5	)%		—			419			(419	)		(100.0	)%
Earned income from direct financing leases		177			396			(219	)		(55.3	)%		131			177			(46	)		(26.0	)%
Related party fee income		250			6,927			(6,677	)		(96.4	)%		—			250			(250	)		(100.0	)%
Other income		511			217			294		NM				352			511			(159	)		(31.1	)%
Total revenues		122,720			112,593			10,127			9.0	%		135,141			122,720			12,421			10.1	%
Expenses:
General and administrative		13,490			13,181			309			2.3	%		13,046			13,490			(444	)		(3.3	)%
Property costs (including reimbursable)		5,936			5,154			782			15.2	%		5,452			5,936			(484	)		(8.2	)%
Deal pursuit costs		1,019			71			948		NM				242			1,019			(777	)		(76.3	)%
Interest		25,359			26,611			(1,252	)		(4.7	)%		26,624			25,359			1,265			5.0	%
Depreciation and amortization		52,236			41,349			10,887			26.3	%		57,087			52,236			4,851			9.3	%
Impairments		40,774			3,692			37,082		NM				6,730			40,774			(34,044	)		(83.5	)%
Total expenses		138,814			90,058			48,756			54.1	%		109,181			138,814			(29,633	)		(21.3	)%
Other income:
Gain on debt extinguishment		—			8,783			(8,783	)		(100.0	)%
Other (loss) income:
Loss on debt extinguishment														(29,177	)		—			(29,177	)		(100.0	)%
Gain on disposition of assets		388			8,730			(8,342	)		(95.6	)%		1,836			388			1,448		NM
Preferred dividend income from SMTA		—			3,750			(3,750	)		(100.0	)%
Total other income		388			21,263			(20,875	)		(98.2	)%
(Loss) income before income tax expense		(15,706	)		43,798			(59,504	)	NM
Total other (loss) income														(27,341	)		388			(27,729	)	NM
Loss before income tax expense														(1,381	)		(15,706	)		14,325			(91.2	)%
Income tax expense		(141	)		(220	)		79			(35.9	)%		(88	)		(141	)		53			(37.6	)%
Net (loss) income	$	(15,847	)	$	43,578		$	(59,425	)	NM
Net loss													$	(1,469	)	$	(15,847	)	$	14,378			(90.7	)%

Rental ~~income~~income; Property costs (including reimbursable); Depreciation and amortization

The increase in Base Cash Rent, the largest component of rental income, period-over-period was driven by our net acquisitions, which also was the driver for the increase in depreciation and amortization. We ~~were a net acquirer of income producing real estate over~~acquired 144 properties during the trailing ~~twelve-month~~twelve months ended March 31, 2021, with a total of $59.5 million of annual in-place rent (monthly fixed rent at date of transaction multiplied by 12). During the same period, ~~resulting in an increase in our base cash~~we disposed of 36 properties, 18 of which were vacant and the remaining 18 had annual in-place rents ~~between periods~~ of ~~21.4%. Included in continuing operations~~$4.9 million. Our acquisition and disposition activity for the trailing twelve months ended March 31, 2021 is summarized below (in thousands):

The increase in Base Cash Rent due to net acquisitions was partially offset by $0.9 million of rent abatements for the three months ended March 31, 2021, which were executed as relief due to the COVID-19 pandemic. Amounts deemed not probable of collection remained relatively flat period-over-period, increasing from $0.8 million for the three months ended March 31, 2020 ~~were acquisitions~~to $1.1 million for the three months ended March 31, 2021. A majority of ~~339 properties, with a Real Estate Investment Value~~the balance deemed uncollectible in 2021 relates to the movie theater industry, which we expect to continue to face headwinds during 2021.

Variable cash rent income is comprised of ~~$1.34 billion, and dispositions of 44 properties, with a Real Estate Investment Value of $225.7 million.~~

~~Also included in rental income are~~ tenant reimbursements, where our tenants are obligated under the lease agreement to reimburse us for certain property costs we incur, less reimbursements we deem not probable of collection. As such, the change in variable cash rent is driven by the change in reimbursable property costs. For the three months ended March 31, 2021, property costs included $2.7 million of reimbursable expenses, compared to $3.6 million for 2020. As such, variable cash rent and ~~non-cash rental income. Tenant reimbursement income was $3.1 million~~the related reimbursable property costs decreased period-over-period due to a reduction in reimbursable property taxes and ~~$3.5~~certain repair and maintenance expenses. The remaining non-reimbursable property costs of $2.8 million for the three months ended March 31, ~~2020 and 2019, respectively, and is~~2021 were up from $2.3 million for the comparative period, driven by ~~the tenant reimbursable property~~increased costs ~~described below. These amounts represent approximately 2.6% and 3.3% of rental income for the three months ended March 31, 2020 and 2019, respectively.~~on vacant properties.

Non-cash rental income consists of straight-line rental revenue, amortization of above- and below-market lease intangibles and bad debt expense. Non-cash rental income increased period-over-period primarily as a result of a $2.6 million increase in straight-line rental revenue as a result of net acquisitions and certain lease modifications. Additionally, straight-line rent deemed not probable of ~~bad debt expense,~~collection decreased by $1.8 million, primarily as a result of a lease termination due to a tenant bankruptcy in the comparative period.

Impairments decreased year-over-year on underperforming properties, with $5.7 million of impairments recorded on ten properties for the three months ended March 31, ~~2020 was $1.4 million,~~2021, compared to ~~$3.6~~$39.9 million of impairments recorded on 18 properties in the comparative period. The higher impairments in the comparative period were driven by the initial downturn in markets at the onset of the COVID-19 pandemic during the three months ended March 31, 2020, while the recovery of markets resulted in lower impairments in the three months ended March 31, 2021.

Impairments remained relatively low on Vacant properties due to low vacancy rates period-over-period, with $1.0 million of impairments recorded on two properties for the three months ended March 31, ~~2019. The decrease in non-cash rental income was primarily driven by a write-off of straight-line rent due~~2021, compared to ~~a lease modification. These amounts represent approximately 1.2% and 3.5% of total rental income for the three months ended March 31, 2020 and 2019, respectively.~~

In conjunction with the Spin-Off, we entered into the Asset Management Agreement with SMTA pursuant to which we provided a management team responsible for implementing SMTA ’s business strategy and performing certain services for SMTA. Under this agreement, we recognized $5.0 million of revenues during the three months ended March 31, 2019. This agreement was terminated in conjunction with SMTA’s sale of Master Trust 2014 on September 20, 2019. We entered into an Interim Management Agreement for an initial annual fee of $1.0 million, under which we agreed to manage and liquidate the remaining SMTA assets. Under this agreement, we recognized $0.3 million of revenues for the three months ended March 31, 2020. On March 18, 2020, we provided notification to SMTA that we intend to terminate the Interim Management Agreement, effective as of September 14, 2020.

Additionally, we provided property management services and special services for Master Trust 2014, which was contributed to SMTA as part of the Spin-Off. As a result, for the three months ended March 31, 2019, we recognized $1.9 million in revenue under the terms of the Property Management and Servicing Agreement. This agreement was terminated in the third quarter of 2019 in conjunction with SMTA’s sale of Master Trust 2014.

Period-over-period general and administrative expenses increased, driven by an increase in professional fees of $0.6 million, primarily as a result of increased legal and consulting fees. This increase was partially offset by a decrease in compensation expenses of $0.4 million period-over-period.

For the three months ended March 31, 2020, property costs were $5.9 million (including $3.6 million of tenant reimbursable expenses) compared to $5.2 million (including $4.1 million of tenant reimbursable expenses) for the same period in 2019. As such, reimbursable property costs decreased period-over-period, primarily due to less snow removal expenses and less reimbursable property taxes. The increase in non-reimbursable costs of $1.2 million was driven primarily by an increase in non-reimbursable property taxes as a result of an increase in tenant credit issues.

~~The decrease was partially offset by increased interest expenses due to the issuance of the 2027 Senior Notes, 2029 Senior Notes and 2030 Senior Notes during 2019.~~

While we were a net acquirer during the trailing twelve-month period of $1.11 billion of Real Estate Investment Value, depreciation and amortization increased to a lesser degree period-over-period as a result of timing of the acquisition/disposition activity, with about half of both the acquisitions and dispositions closings occurred in the last six months. The following table summarizes our depreciation and amortization expense:

~~During the three months ended March 31, 2020, we recorded impairment losses of $40.8 million. $39.9 million of impairment was recorded on 18 underperforming properties held for use. $0.3 million was~~impairments recorded on four ~~Vacant~~ properties ~~held for use. Only two of~~in the ~~impaired properties had impairment triggers directly~~comparative period.

Additionally, the decrease in impairments period-over-period was caused by the impacts of the COVID-19 pandemic. However, our evaluation of fair value as of March 31, 2020 for all properties tested for impairment was impacted by the overall downturn in markets as a result of the COVID-19 pandemic, resulting in increased impairment charges during the three months ended March 31, 2020. Additionally, we recorded allowances for credit losses recorded of $0.3 million on our direct financing lease and $0.3 million on ~~our~~ two loans ~~receivable.~~receivables for the three months ended March 31, 2020, with no comparable impairments recognized during the three months ended March 31, 2021.

Gain on disposition of assets increased period-over-period. During the three months ended March 31, ~~2019,~~2021, we ~~recorded impairment losses~~disposed of ~~$3.7 million. $1.2~~four active properties, resulting in net gains of $1.9 million, and disposed of ~~the impairment was recorded on Vacant properties, comprised of $0.2 million recorded on~~ one vacant held for use property and $1.0 million recorded on one vacant held for sale property. $3.0 million of impairment was recorded on eight underperforming properties. These impairment charges were partially offset by $0.5 million of impairment on lease intangible liabilities.

~~During the three months ended March 31, 2020, we did not extinguish any debt.During the three months ended March 31, 2019, we extinguished $10.4 million aggregate principal amount of CMBS indebtedness on one defaulted loan, which was secured by one~~ property, resulting in a ~~gain on debt extinguishment~~loss of ~~$9.5~~$0.1 million. This was partially offset by a loss on debt extinguishment of $0.7 million as a result of the termination of the 2015 Credit Agreement and 2015 Term Loan Agreement in conjunction with entering into the 2019 Revolving Credit and Term Loan Agreement.

During the three months ended March 31, 2020, we disposed of ~~seven~~four active properties, resulting in minimal net gains, and disposed of three vacant properties, resulting in net gains ~~totaling~~of $0.7 million. ~~There were $0.7 million in net gains on the sale of three Vacant properties and minimal net gains on the sale of four active properties.~~ These gains were partially offset by a $0.2 million loss recorded on the sale of a ~~notes~~note receivable and $0.2 million in other net losses.

During the ~~same period~~first quarter of 2020, we did not issue or extinguish any debt. During the second quarter of 2020, we entered into the 2020 Term Loans. During the third quarter of 2020, we issued $450.0 million of 2031 Senior Notes, which triggered a mandatory repayment of $222.0 million of the 2020 Term Loans. Remaining proceeds from the 2031 Senior Notes issuance were primarily utilized to repurchase $154.6 million of Convertible 2021 Notes.

In January 2021, we repaid the 2020 Term Loan in ~~2019,~~full, resulting in a loss on debt extinguishment of $0.7 million primarily due to the write-off of unamortized deferred financing costs. In March 2021, we ~~disposed~~issued $800.0 million aggregate principal amount of ~~seven properties~~the 2028 and ~~recorded net gains totaling $8.7 million. There~~2032 Senior Notes. Proceeds from these issuances were ~~$8.8~~used to extinguish $207.4 million of CMBS loans, resulting in ~~net gains~~a loss on debt extinguishment of $28.5 million primarily due to pre-payment penalties. We expect to settle the ~~sale~~remaining 2021 Convertible Notes in cash during the second quarter of ~~four active properties,~~2021.

These changes in our debt structure resulted in an overall increase in our total debt outstanding, but with a reduction in our weighted average interest rate from 3.59% at March 31, 2020 to 3.28% at March 31, 2021. As such, we had only a slight increase in total interest expense year-over-year:

Period-over-period general and administrative expenses decreased by $0.4 million, driven by a decrease in professional expenses of $0.8 million, primarily as a result of decreased legal and audit fees period-over-period. This decrease was partially offset by ~~$0.1~~$0.4 million ~~in other net losses. One property was returned to the lender in conjunction with CMBS debt extinguishment, which did not result in a gain or loss on disposition.~~

~~As part~~ of ~~the Spin-Off, SMTA issued to us 10% Series A preferred shares with an aggregate liquidation preference of $150.0 million. For~~expenses recognized during the three months ended March 31, ~~2019, we recognized preferred dividend income~~2021 related to costs incurred due to the COVID-19 pandemic, mainly as a result of ~~$3.8 million from these shares. In September 2019, in conjunction with SMTA’s sale of Master Trust 2014, SMTA repurchased the preferred shares at their aggregate liquidation preference.~~increased legal fees for executing rent deferral or abatement agreements.

~~Tenant~~The following table sets forth a summary of tenant concentration ~~represents the tenant's contribution to Contractual Rent of~~for our owned real estate properties as of March 31, ~~2020:~~2021:

Tenant ⁽¹⁾	Number of Properties		Total Square Feet (in thousands)		Percent of Contractual Rent			Number of Properties		Total Square Feet (in thousands)		Percent of ABR
Life Time Fitness, Inc.									8		926		3.4	%
Cajun Global LLC		167		240		2.8	%		162		233		2.5	%
BJ's Wholesale Club, Inc.									9		1,028		2.5	%
The Home Depot, Inc.		7		848		2.4	%		7		848		2.2	%
At Home Group, Inc.									13		1,597		2.2	%
Alimentation Couche-Tard, Inc.									76		230		2.1	%
Walgreen Co.		36		517		2.3	%		34		487		2.0	%
Alimentation Couche-Tard, Inc.		77		232		2.3	%
GPM Investments, LLC		113		306		2.1	%		109		303		1.9	%
At Home Group Inc.		12		1,487		2.1	%
Dollar Tree, Inc.		106		927		2.0	%		106		927		1.9	%
CVS Caremark Corporation		34		422		1.9	%		33		409		1.7	%
Life Time Fitness, Inc		5		588		1.9	%
Party City Holdings Inc.		3		1,090		1.7	%
Other		1,201		29,103		78.5	%		1,313		35,126		77.6	%
Vacant		11		379		—			10		779		—
Total		1,772		36,139		100.0	%		1,880		42,893		100.0	%

⁽¹⁾ Tenants represent legal entities ultimately responsible for obligations under the lease agreements or affiliated entities. Other tenants may operate the same or similar business concepts or brands set forth above.

The following table sets forth a summary ~~schedule~~ of ~~expiration dates~~lease expirations for ~~leases in place~~our owned real estate as of March 31, ~~2020.~~2021. As of March 31, ~~2020,~~2021, the weighted average remaining non-cancelable initial term of our leases (based on ~~Contractual Rent)~~ABR) was ~~10.0~~10.1 years. The information set forth in the table assumes that tenants do not exercise renewal options and or any early termination rights:

Leases Expiring In:	Number of Properties		Contractual Rent Annualized (in thousands) ⁽¹⁾		Total Square Feet (in thousands)		Percent of Contractual Rent			Number of Properties		ABR (in thousands) ⁽¹⁾		Total Square Feet (in thousands)		Percent of ABR
Remainder of 2020		18	$	6,835		661		1.4	%
2021		75		22,203		1,933		4.7	%
Remainder of 2021											37	$	9,760		923		1.9	%
2022		46		18,324		1,671		3.8	%		40		16,230		1,558		3.1	%
2023		116		34,414		3,079		7.2	%		115		31,779		3,084		6.1	%
2024		51		20,797		1,829		4.4	%		46		16,761		1,507		3.2	%
2025		43		15,516		1,216		3.3	%		51		18,521		1,477		3.6	%
2026		92		29,914		2,155		6.3	%		116		41,337		4,112		8.0	%
2027		125		37,234		2,473		7.8	%		133		41,077		3,045		7.9	%
2028		108		31,712		1,919		6.7	%		107		29,558		1,887		5.7	%
2029		323		42,081		2,752		8.8	%		314		39,659		2,645		7.7	%
2030											76		21,641		2,183		4.2	%
Thereafter		764		217,329		16,072		45.6	%		835		251,823		19,693		48.6	%
Vacant		11		—		379		—			10		—		779		—
Total owned properties		1,772	$	476,359		36,139		100.0	%		1,880	$	518,146		42,893		100.0	%

⁽¹⁾ ~~Contractual Rent~~ABR is not adjusted for the ~~month ended~~impact of abatements provided as relief due to the COVID-19 pandemic. As of the date of this report, SRC has agreed to a total of $0.1 million of abatements for the period from April 1, 2021 – March 31, ~~2020 for properties owned at March 31, 2020, multiplied by twelve.~~2022.

Asset type and tenant industry concentration represents the type of asset’s contribution to Contractual Rent of our owned real estate properties and, for retail asset types, the tenant industry's contribution to Contractual Rent of our owned properties as of March 31, 2020:

Asset Type
Tenant Industry
Number of
Properties

Total Square Feet
(in thousands)

Percent of
Contractual Rent

Retail

1,662

25,243

81.2
%

Convenience Stores

333

1,050

8.3
%

Health and Fitness

45

2,308

7.2
%

Movie Theaters

37

1,953

6.9
%

Restaurants - Quick Service

367

800

6.9
%

Restaurants - Casual Dining

136

967

6.2
%

Drug Stores / Pharmacies

80

1,034

4.9
%

Grocery

39

1,792

3.7
%

Entertainment

24

1,022

3.5
%

Car Washes

65

308

3.4
%

Dealerships

24

796

3.1
%

Home Improvement

15

1,605

3.1
%

Dollar Stores

162

1,481

3.1
%

Home Décor

15

2,049

2.6
%

Specialty Retail

53

1,142

2.5
%

Warehouse Club and Supercenters

12

1,319

2.4
%

Automotive Service

70

592

2.3
%

Department Stores

14

1,281

2.0
%

Home Furnishings

18

865

1.9
%

Sporting Goods

14

739

1.7
%

Education

36

427

1.7
%

Automotive Parts

55

388

1.2
%

Office Supplies

16

351

0.8
%

Other

8

251

0.6
%

Medical Office

5

65

0.5
%

Pet Supplies & Service

4

133

0.4
%

Apparel

5

150

0.3
%

Vacant

10

375

0.0
%
Industrial

67

8,881

11.2
%
Office and Other

43

2,015

7.6
%

Total

1,772

36,139

100.0
%

~~Geographic~~The following table sets forth a summary of geographic concentration ~~represents the geographic region's contribution to Contractual Rent of~~for our owned real estate properties as of March 31, ~~2020:~~2021:

Location	Number of Properties		Total Square Feet (in thousands)		Percent of ABR			Location (continued)	Number of Properties		Total Square Feet (in thousands)		Percent of ABR
Texas		253		4,485		11.2	%	New Jersey		13		717		1.3	%
Florida		157		2,620		8.9	%	Utah		18		333		1.2	%
Georgia		139		2,699		6.6	%	Pennsylvania		23		512		1.1	%
Ohio		88		3,169		5.7	%	Alaska		9		319		1.0	%
Tennessee		108		2,081		4.2	%	New Hampshire		17		645		1.0	%
Michigan		88		1,955		4.1	%	Wisconsin		12		696		0.9	%
Illinois		52		1,352		3.7	%	Idaho		16		273		0.9	%
California		23		1,199		3.5	%	Kansas		17		341		0.8	%
New York		34		1,933		3.4	%	Connecticut		5		686		0.7	%
Arizona		47		960		3.3	%	Maine		27		85		0.5	%
Missouri		66		1,570		3.2	%	Washington		7		125		0.4	%
South Carolina		56		941		3.0	%	West Virginia		13		202		0.4	%
Alabama		95		787		2.6	%	Delaware		2		128		0.4	%
North Carolina		68		1,312		2.6	%	Nebraska		8		218		0.4	%
Virginia		44		1,335		2.4	%	Montana		3		152		0.4	%
Maryland		10		721		2.3	%	Massachusetts		2		131		0.3	%
Minnesota		24		902		2.2	%	North Dakota		3		105		0.3	%
Indiana		40		1,751		2.1	%	Rhode Island		3		95		0.2	%
Colorado		27		991		2.0	%	Oregon		3		105		0.2	%
Oklahoma		53		932		2.0	%	Iowa		10		141		0.2	%
Mississippi		53		753		1.9	%	South Dakota		2		30		0.2	%
New Mexico		29		622		1.7	%	Wyoming		1		35		0.1	%
Kentucky		44		622		1.6	%	U.S. Virgin Islands		1		38		0.1	%
Arkansas		42		637		1.4	%	Vermont		1		2	*
Louisiana		24		450		1.4	%

Location

Number of
Properties

Total Square
Feet
(in thousands)

Percent of
Contractual Rent

Location
(continued)

Number of
Properties

Total Square
Feet
(in thousands)

Percent of
Contractual Rent

Texas

258

4,167

11.3
%

Louisiana

23

368

1.3
%
Florida

121

2,132

7.6
%

Utah

18

333

1.3
%
Georgia

123

1,985

6.5
%

Pennsylvania

20

488

1.2
%
Ohio

86

2,396

5.4
%

Alaska

9

319

1.1
%
California

24

1,236

4.7
%

New Hampshire

16

640

1.1
%
Tennessee

105

1,798

4.2
%

Idaho

16

273

1.0
%
Illinois

50

1,258

4.0
%

Kansas

18

345

0.8
%
Michigan

85

1,511

3.8
%

Connecticut

5

686

0.8
%
New York

30

1,895

3.6
%

Wisconsin

10

391

0.7
%
Arizona

46

834

3.0
%

Iowa

12

194

0.6
%
South Carolina

42

677

2.8
%

Washington

8

185

0.6
%
Missouri

65

966

2.7
%

Maine

26

76

0.5
%
North Carolina

57

1,138

2.6
%

Oregon

4

144

0.4
%
Virginia

44

1,335

2.6
%

West Virginia

13

202

0.4
%
Alabama

93

618

2.5
%

Nebraska

9

221

0.4
%
Maryland

9

714

2.5
%

Montana

3

152

0.4
%
Minnesota

25

936

2.3
%

Massachusetts

2

130

0.4
%
Colorado

25

978

2.3
%

North Dakota

3

105

0.3
%
Indiana

40

830

2.2
%

Rhode Island

3

95

0.3
%
New Mexico

28

583

1.7
%

Wyoming

1

35

0.1
%
Oklahoma

51

448

1.6
%

U.S. V.I.

1

38

0.1
%
Mississippi

50

421

1.6
%

South Dakota

1

20

0.1
%
Kentucky

37

482

1.6
%

Delaware

1

5

0.1
%
Arkansas

42

637

1.5
%

Vermont

1

2

*

New Jersey

13

717

1.4
%

The following table sets forth a summary of concentration by asset types and, for retail assets, the tenant industry of our owned properties as of March 31, 2021:

*
Asset Type
Tenant Industry
Number of
Properties

Total Square Feet
(in thousands)

Percent of
ABR

Retail

1,669

26,607

77.1
%

Health and Fitness

45

2,570

8.0
%

Convenience Stores

328

1,045

7.5
%

Restaurants - Quick Service

358

783

6.3
%

Restaurants - Casual Dining

134

940

5.7
%

Movie Theaters

34

1,800

4.4
%

Dealerships

29

953

4.3
%

Drug Stores / Pharmacies

77

991

4.3
%

Entertainment

25

1,070

3.4
%

Car Washes

65

308

3.2
%

Dollar Stores

176

1,613

3.1
%

Warehouse Club and Supercenters

15

1,659

3.0
%

Grocery

36

1,654

3.0
%

Home Improvement

14

1,595

2.9
%

Home Décor

16

2,147

2.6
%

Automotive Service

74

601

2.3
%

Specialty Retail

53

1,142

2.3
%

Sporting Goods

18

1,049

2.2
%

Department Stores

16

1,423

2.0
%

Home Furnishings

18

783

1.6
%

Early Education

35

384

1.5
%

Automotive Parts

55

388

1.0
%

Office Supplies

16

351

0.7
%

Other

9

294

0.7
%

Medical Office

5

65

0.5
%

Pet Supplies and Service

4

133

0.4
%

Apparel

4

87

0.2
%

Vacant

10

779

0.0
%
Industrial

169

14,289

16.2
%
Office and Other

42

1,997

6.7
%
Total

1,880

42,893

100.0
%

~~Less than 0.1%~~

In November ~~2016,~~2020, the Board of Directors approved a new $500.0 million ATM ~~Program. In February 2019,~~Program, and we ~~updated~~terminated the 2016 ATM Program, pursuant to which we may from time to time offer and sell shares of our common stock having an aggregate gross sales price of up to $500.0 million through the agents, as our sales agents or, if applicable, as forward sellers, or directly to the agents acting as principals.Program. Sales of shares of our common stock under the 2020 ATM Program may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act.

The 2020 ATM Program contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the agents, we may enter into separate forward sale agreements with one of the agents or one of their respective affiliates (in such capacity, each, a “forward purchaser” and, collectively, the “forward purchasers”). When we enter into a forward sale agreement with any forward purchaser, we expect that such forward purchaser will attempt to borrow from third parties and sell, through the relevant agent, acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser's exposure under such forward sale agreement. We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser and sold through a forward seller.

We currently expect to fully physically settle any forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

As of March 31, ~~2020, 5.6~~2021, 4.9 million shares of our common stock have been sold under the 2020 ATM ~~Program. 3.8~~Program, of which 1.4 million shares were sold during the three months ended March 31, 2021. All of ~~the~~these sales were sold by forward purchasers through agents under the ATM Program and pursuant to forward sales agreements. The forward sale price that we ~~received~~will receive upon physical settlement of the agreements ~~was~~is subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchasers’ stock borrowing costs and (iii) scheduled dividends during the term of the forward sale agreements. 0.4 million of the shares were sold during the three months ended March 31, 2020, all under forward sales agreements, for net proceeds of $17.6 million, after giving effect to sales agent commissions and other issuance fees of $0.3 million. As of March 31, ~~2020, we had physically settled our obligations~~2021, there were 5.5 million shares remaining under ~~our existing~~open forward sales agreements, consisting of 4.9 million shares under the 2020 ATM Program and ~~there were no~~0.6 million shares under the 2016 ATM Program. Assuming the full physical settlement of those open forward sales ~~agreements. As~~agreements, we have remaining of $313.2 million under the 2020 ATM Program as of March 31, ~~2020, and we had remaining capacity to sell common stock having an aggregate gross sales price of up to $246.3 million under the ATM Program.~~2021.

On a short-term basis, our principal demands for funds will be for operating expenses, acquisitions, distributions to stockholders and payment of interest and principal on current and any future debt financings. We expect to fund these demands primarily through cash provided by operating activities, borrowings under the 2019 Credit Facility and, when market conditions warrant, issuances of equity securities, including shares of our common stock under our 2020 ATM program. As of March 31, ~~2020,~~2021, available liquidity was comprised of ~~$216.7~~$261.9 million in cash and cash equivalents ~~$300~~and $800.0 million of borrowing capacity under the 2019 Credit Facility and $11.7 million in restricted cash and restricted cash equivalents. We also have remaining capacity to sell common stock having an aggregate gross sales price of up to $246.3 million under our ATM ProgramFacility. Also, as of March 31, ~~2020.~~2021, we had $207.3 million of expected proceeds available assuming the full physical settlement of our open forward equity contracts and remaining capacity of $313.2 million under our 2020 ATM Program. We believe that this available liquidity makes us well positioned to navigate any macroeconomic uncertainty resulting from the COVID-19 pandemic restrictions intended to prevent its spread.

We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, by obtaining asset level financing and by issuing fixed-rate secured or unsecured notes and bonds. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock. We continually evaluate financing alternatives and believe that we can obtain financing on reasonable terms. However, we cannot be sure that we will have access to the capital markets at times and on terms that are acceptable to us. Refer to “Part ~~II—Other Information,~~I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information about the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions

to our stockholders. We expect that our primary uses of capital will be for property and other asset acquisitions, the payment of tenant improvements, operating expenses, debt service payments and distributions to our stockholders.

The following descriptions of debt should be read in conjunction with Note 4 to the consolidated financial statements herein.

As of March 31, ~~2020,~~2021, the aggregate gross commitment under the 2019 Credit Facility was $800.0 million, which may be increased up to $1.2 billion by exercising an accordion feature, subject to satisfying certain requirements and obtaining additional lender commitments. ~~As of March 31, 2020, $500.0 million of the available gross commitment was drawn.~~ The 2019 Credit Facility has a maturity of March 31, 2023 and includes two six-month extensions that can be exercised at our option.

We may voluntarily prepay the 2019 Credit Facility, in whole or in part, at any time without premium or penalty. Payment of the 2019 Credit Facility is unconditionally guaranteed by the Company and material subsidiaries that meet certain ~~conditions (as defined in the 2019 Facilities Agreements).~~conditions. As of March 31, ~~2020,~~2021, there were no subsidiaries that met this requirement.

As of March 31, ~~2020,~~2021, the 2019 Credit Facility bore interest at 1-Month LIBOR plus 0.90%, with no borrowings outstanding, and a ratings-based facility fee in the amount of 0.20% per annum. As of March 31, ~~2020,~~2021, there were no letters of credit outstanding.

As of March 31, ~~2020,~~2021, we had the following Senior Unsecured Notes outstanding (dollars in thousands):

~~The Senior Unsecured Notes are payable on January 15 and July 15 of each year, except for the 2026 Senior Notes, which are payable on March 15 and September 15 of each year.~~ The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the respective Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the respective indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes and 2028 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium.

In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.

As of March 31, ~~2020,~~2021, we had ~~five~~two fixed-rate CMBS loans with ~~$217.3~~$5.7 million of aggregate outstanding principal. One of the CMBS loans, with principal outstanding of $4.9 million, matures in August 2031 and has a ~~weighted-average contractual~~stated interest rate of ~~5.47%~~5.80%. The other CMBS loan, with principal outstanding of $0.8 million, matures in December 2025 and has a ~~weighted-average maturity~~stated interest rate of ~~3.6 years. Approximately 87.1% of this debt is~~6.00%. Both CMBS loans are partially amortizing and ~~requires~~require a balloon payment at maturity. ~~The following table shows the scheduled principal repayments, including amortization, of the CMBS fixed-rate loans as of March 31, 2020 (dollars in thousands):~~

Year of Maturity

Number of
Loans

Number of
Properties

Stated Interest
Rate Range

Weighted
Average
Stated Rate

Scheduled
Principal

Balloon

Total

Remainder of 2020

—

—

—%

—
%

$
3,082

$
—

$
3,082

2021

—

—

—%

—

4,365

—

4,365

2022

—

—

—%

—

4,617

—

4,617

2023

3

86

5.23%-5.50%

5.46

3,074

197,912

200,986

2024

—

—

—%

—

590

—

590

Thereafter

2

2

5.80%-6.00%

5.83

3,610

70

3,680

Total

5

88

5.47
%

$
19,338

$
197,982

$
217,320

As of March 31, ~~2020,~~2021, the Convertible Notes were comprised of ~~$345.0~~$190.4 million aggregate principal amount of 3.75% convertible notes maturing on May 15, 2021. Interest on the 2021 Notes is payable semiannually in arrears on May 15 and November 15 of each year.

~~Holders may convert the 2021 Notes prior to~~ From November 15, 2020 only under specific circumstances: (1) if the closing price of our common stock for each of at last 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2020, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2021 Notes, holders may convert the 2021 Notes at any ~~time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.~~

time. The conversion rate is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of March 31, ~~2020,~~2021, the conversion rate was 17.4458 per $1,000 principal note. ~~If we undergo a fundamental change (as defined~~We expect to settle the remaining 2021 Notes in ~~the 2021 Notes’ supplemental indenture), holders may require us to repurchase all or any portion of~~cash upon their ~~notes at a repurchase price equal to 100% of the principal amount of such notes to be repurchased, plus accrued and unpaid interest.~~maturity.

Future principal payments due on our various types of debt outstanding as of March 31, ~~2020~~2021 (in thousands):

	Total		Remainder of 2020		2021		2022		2023		2024		Thereafter		Total		Remainder of 2021		2022		2023		2024		2025		Thereafter
2019 Credit Facility	$	500,000	$	—	$	—	$	—	$	500,000	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Senior Unsecured Notes		1,500,000		—		—		—		—		—		1,500,000		2,750,000		—		—		—		—		—		2,750,000
CMBS		217,320		3,082		4,365		4,617		200,986		590		3,680
Mortgages payable																5,723		374		525		556		590		626		3,052
Convertible Notes		345,000		—		345,000		—		—		—		—		190,426		190,426		—		—		—		—		—
	$	2,562,320	$	3,082	$	349,365	$	4,617	$	700,986	$	590	$	1,503,680	$	2,946,149	$	190,800	$	525	$	556	$	590	$	626	$	2,753,052

~~On April 2, 2020,~~As discussed above, during the three months ended March 31, 2021, we ~~entered into~~repaid the 2020 Term Loan ~~Agreement, which provides for $200.0 million~~in full. Additionally, we issued the 2028 and 2032 Senior Unsecured Notes and used the proceeds to extinguish three of term loans with a maturity date of April 2, 2022. The 2020 Term Loan Agreement also includes an accordion feature to increase the available term loans up to an aggregate of $400.0 million, subject to obtaining lender commitments and the satisfaction of certain customary conditions. On April 10, 2020, we exercised $100.0 million of the accordion feature. Amounts outstanding under the 2020 Term Loans bear interest at LIBOR plus an applicable margin of 1.50% per annum. In addition, if any loans are outstanding after April 2, 2021, the Operating Partnership will be required to pay a one-time fee in an amount equal to 0.20% of the outstanding principal amount ofour CMBS loans. ~~The proceeds from the 2020 Term Loans were used to reduce the amounts drawn under the 2019 Credit Facility.~~

There were no other material changes outside the ordinary course of business to the information regarding specified contractual obligations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, as filed with the SEC.

We may enter into commitments to purchase goods and services in connection with the operations of our properties. Those commitments generally have terms of one-year or less and reflect expenditure levels comparable to our historical expenditures.

Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally characterized as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31,

2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.

We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gains) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).

We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.

Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable laws and such other factors as our Board of Directors deems relevant. Refer to “Part ~~II—Other Information,~~I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information about the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our stockholders.

The following table presents a summary of our cash flows for the three months ended March 31, ~~2020~~2021 and ~~March 31, 2019, respectively~~2020 (in thousands):

As of March 31, ~~2020,~~2021, we had ~~$228.4~~$261.9 million of cash, cash equivalents and restricted cash as compared to ~~$26.0~~$83.3 million as of December 31, ~~2019~~2020 and ~~$27.9~~$228.4 million as of March 31, ~~2019.~~2020.

Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.

The decrease in net cash provided by operating activities was primarily attributable to the following:

The decrease was partially offset by athe net increase in cash rental revenue ~~and interest on loans receivable~~ of ~~$19.2 million.~~$10.5 million driven by net acquisitions over the trailing twelve month period, partially offset by $0.9 million of rent abated during the three months ended March 31, 2021 as a result of the COVID-19 pandemic.

Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.

Net cash used in investing activities during the three months ended March 31, 2021 included $194.2 million for the acquisition of 25 properties and $1.6 million of capitalized real estate expenditures. These outflows were partially offset by $12.5 million in net proceeds from the disposition of five properties and $2.0 million that was collected from a disposal that occurred in 2020.

During the same period in 2020, net cash used in investing activities included $205.8 million for the acquisition of 27 properties and $7.8 million of capitalized real estate expenditures. These outflows were partially offset by ~~the~~ $16.8 million in net proceeds from the disposition of seven properties and the sale of one loan receivable. Additionally, the outflows were further offset by the collection of $1.2 million of principal on loans receivable.

During the same period in 2019, net cash used in investing activities included $160.3 million for the acquisition of 22 properties and $19.6 million of capitalized real estate expenditures. These outflows were partially offset by $34.8 million in net proceeds from the disposition of six properties and $3.7 million in collections of principal on loans receivable.

Generally, our net cash provided by or used in financing activities is impacted by our borrowings under our revolving credit facilities and term loans, issuances of net-lease mortgage notes, common stock and debt offerings and repurchases and dividend payments on our common and preferred stock.

Net cash provided by financing activities during the three months ended March 31, 2021 was primarily attributable to borrowings of $794.8 million under Senior Unsecured Notes. This amount was partially offset by repayments of $208.5 million on mortgages payable, repayments of $178.0 million on term loans, payment of dividends to equity owners of $75.5 million, debt extinguishment costs of $26.7 million, deferred financing costs of $6.9 million and common stock repurchases for employee tax withholdings totaling $3.8 million.

During the same period in 2020, net cash provided by financing activities was primarily attributable to net borrowings of $383.5 million under our revolving credit facilities and net proceeds from the issuance of common stock of $17.7 million. These amounts were partially offset by the payment of dividends to equity owners of $67.0 million, repayment of $1.0 million on mortgages ~~and notes~~ payable and common stock repurchases totaling $2.3 ~~million.~~

During the same period in 2019, net cash provided by financing activities was primarily attributable to net borrowings of $60.2 million under our revolving credit facilities and net proceeds from the issuance of common stock of $32.4 million. These amounts were partially offset by the payment of dividends to equity owners of $56.2 million, repayment of $2.9 million on mortgages and notes payable, deferred financing costs of $11.3 million, debt extinguishment costs of $1.0 million and common stock share repurchases totaling $0.7 million.

As of March 31, ~~2020,~~2021, we did not have any material off-balance sheet arrangements.

FFO: We calculate FFO in accordance with the standards established by NAREIT. FFO represents net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses from property dispositions. We use FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses from property dispositions, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will be used by investors as a basis to compare our operating performance with that of other equity REITs. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our properties that result from use or market conditions, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited.

AFFO: AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, such as debt extinguishment gains (losses), costs associated with termination of interest rate swaps, costs related to the COVID-19 pandemic and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents net of bad debt expense and amortization of lease and loan receivable intangibles), non-cash interest expense (comprised of amortization of deferred financing costs and debt discounts/premiums) and non-cash compensation expense. Other equity REITs may not calculate FFO and AFFO as we do, and, accordingly, our FFO and AFFO may not be comparable to such other equity REITs’ FFO and AFFO. FFO and AFFO do not represent cash generated from operating activities determined in accordance with GAAP, are not necessarily indicative of cash available to fund cash needs and should only be considered a supplement, and not an alternative, to net income (loss) attributable to common stockholders (computed in accordance with GAAP) as a performance measure.

Adjusted Debt: Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium and deferred financing costs and reduced by cash and cash equivalents and cash reserves on deposit with lenders as additional security. The result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition.

EBITDAre: EBITDAre is computed in accordance with standards established by NAREIT. EBITDAre is computed as net income (loss) (computed in accordance with GAAP), plus interest expense, income tax expense, ~~(if any),~~ depreciation and amortization, impairments of depreciated property and ~~plus/(minus)~~ losses/(gains) on the disposition of depreciated property.

Adjusted EBITDAre: Adjusted EBITDAre represents EBITDAre as adjusted for revenue producing acquisitions and dispositions for the quarter as if such acquisitions and dispositions had occurred as of the beginning of the quarter and for certain items that we believe are not indicative of our core operating performance, such as debt extinguishment gains (losses)., non-cash compensation and costs related to the COVID-19 pandemic. We believe that excluding these items, which are not key drivers of our investment decisions and may cause short-term fluctuations in net income, provides a useful supplemental measure to investors and analysts in assessing the net earnings contribution of our real estate portfolio. Because these measures do not represent net income (loss) that is computed in accordance with GAAP, they should only be considered a supplement, and not an alternative, to net income (loss) (computed in accordance with GAAP) as a performance measure.

Annualized Adjusted EBITDAre: Annualized Adjusted EBITDAre is calculated as Adjusted EBITDAre for the quarter, adjusted for items where annualization would not be appropriate, multiplied by four. Our computation of Adjusted EBITDAre and Annualized Adjusted EBITDAre may differ from the methodology used by other equity REITs to calculate these measures and, therefore, may not be comparable to such other REITs.

Adjusted Debt to Annualized Adjusted EBITDAre: Adjusted Debt to Annualized Adjusted EBITDAre is a supplemental non-GAAP financial measure we use to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments, and a proxy for a measure we believe is used by many lenders and ratings agencies to evaluate our ability to repay and service our debt obligations over time. We believe the ratio is a beneficial disclosure to investors as a supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Our computation of this ratio may differ from the methodology used by other equity REITs, and, therefore, may not be comparable to such other REITs.

	Three Months Ended March 31,						Three Months Ended March 31,
(Dollars in thousands)	2020			2019			2021			2020
Net (loss) income attributable to common stockholders	$	(18,435	)	$	40,990
Net loss attributable to common stockholders							$	(4,057	)	$	(18,435	)
Portfolio depreciation and amortization		52,091			41,207			56,942			52,091
Portfolio impairments		40,774			3,692			6,730			40,774
Gain on disposition of assets		(388	)		(8,730	)		(1,836	)		(388	)
FFO attributable to common stockholders	$	74,042		$	77,159		$	57,779		$	74,042
Gain on debt extinguishment		—			(8,783	)
Loss on debt extinguishment								29,177			—
Deal pursuit costs		1,019			71			242			1,019
Non-cash interest expense		3,068			4,737			2,699			3,068
Accrued interest and fees on defaulted loans		—			285
Straight-line rent, net of related bad debt expense		(1,094	)		(2,907	)		(5,673	)		(1,094	)
Other amortization and non-cash charges		37			(325	)		(774	)		37
Non-cash compensation expense		3,451			3,578			3,378			3,451
Costs related to COVID-19 ⁽¹⁾								432			—
AFFO attributable to common stockholders(2)	$	80,523		$	73,815		$	87,260		$	80,523

Net (loss) income per share of common stock - Diluted	$	(0.18	)	$	0.48
Net loss per share of common stock - Diluted							$	(0.04	)	$	(0.18	)
FFO per share of common stock - Diluted ⁽¹⁾⁽³⁾	$	0.72		$	0.90		$	0.50		$	0.72
AFFO per share of common stock - Diluted ⁽¹⁾⁽³⁾	$	0.78		$	0.86		$	0.76		$	0.78

Weighted average shares of common stock outstanding - Diluted		102,230,147			85,504,897			114,673,218			102,230,147
Weighted average shares of common stock outstanding for non-GAAP measures - Diluted⁽¹⁾⁽³⁾		102,607,596			85,504,897			115,272,802			102,607,596

	Three Months Ended March 31,						Three Months Ended March 31,
(Dollars in thousands)	2020			2019			2021			2020
Net (loss) income	$	(15,847	)	$	43,578
Net loss							$	(1,469	)	$	(15,847	)
Interest		25,359			26,611			26,624			25,359
Depreciation and amortization		52,236			41,349			57,087			52,236
Income tax expense		141			220			88			141
Gain on disposition of assets		(388	)		(8,730	)		(1,836	)		(388	)
Portfolio impairments		40,774			3,692			6,730			40,774
EBITDAre	$	102,275		$	106,720		$	87,224		$	102,275
Adjustments to revenue producing acquisitions and dispositions		1,967			2,644			2,479			1,967
Deal pursuit costs		1,019			71			242			1,019
Gain on debt extinguishment		—			(8,783	)
Loss on debt extinguishment								29,177			—
Costs related to COVID-19 ⁽¹⁾								432			—
Non-cash compensation expense ⁽²⁾								3,378			—
Adjusted EBITDAre	$	105,261		$	100,652		$	122,932		$	105,261
Adjustments for bad debt expense related to straight-line rent ⁽¹⁾		4,006			659
Other adjustments for Annualized EBITDAre ⁽²⁾		907			321
Adjustments related to straight-line rent ⁽³⁾								40			4,006
Other adjustments for Annualized EBITDAre ⁽⁴⁾								(1,034	)		907
Annualized Adjusted EBITDAre	$	440,696		$	406,528		$	487,752		$	440,696
Adjusted Debt / Annualized Adjusted EBITDAre		5.3	x		5.2	x
Adjusted Debt / Annualized Adjusted EBITDAre ⁽⁵⁾								5.5	x		5.3	x

⁽⁵⁾Adjusted Debt / Annualized Adjusted EBITDAre would be 5.1x if the 5.5 million shares under open forward sales agreements had been settled as of March 31, 2021.

We are exposed to financial market risks, including interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.

Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our 2019 Credit Facility. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.

In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable also have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.

As of March 31, ~~2020,~~2021, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of March 31, ~~2020, $2.1~~2021, all $2.9 billion of our indebtedness outstanding was fixed-rate, consisting of our Senior Unsecured Notes, mortgages ~~and notes~~ payable and Convertible Notes, with a weighted average stated interest rate of ~~3.92%~~3.28%, excluding amortization of deferred financing costs and debt discounts/premiums. ~~As of March 31, 2020, $500.0 million of our indebtedness was variable-rate, consisting of~~There were no borrowings outstanding under our 2019 Credit Facility ~~with a stated interest rate of 2.26%.~~at March 31, 2021.

The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of March 31, ~~2020~~2021 are as follows (in thousands):

An evaluation was performed under the supervision and with the participation of ~~Spirit Realty Capital, Inc.'s~~our management, including ~~the~~our Chief Executive Officer and Chief Financial Officer, of the effectiveness as of March 31, ~~2020~~2021 of the design and operation of ~~Spirit Realty Capital, Inc.'s~~our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, ~~the~~our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There were no changes to ~~Spirit Realty Capital, Inc.'s~~our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended March 31, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, ~~Spirit Realty Capital, Inc.'s internal control over financial reporting.~~

An evaluation was performed under the supervision and with the participation of Spirit Realty, L.P.'s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness as of March 31, 2020 of the design and operation of Spirit Realty, L.P.'s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There were no changes to Spirit Realty, L.P.'s internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, Spirit Realty, L.P.'sour internal control over financial reporting.

From time-to-time, we may be subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. We are not currently a party as plaintiff or defendant to any legal proceedings that we believe to be material or that individually or in the aggregate would be expected to have a material effect on our business, financial condition or results of operations if determined adversely to us.

There have been no material changes to the risk factors as disclosed in Part I, Item 1A. Risk Factors in our ~~most recent Annual Report on Form 10-K, other than as set forth below, which supplements the above referenced risk factors disclosed in our most recent Annual Report on Form 10-K.~~

Actual or perceived threats associated with epidemics, pandemics or public health crises could have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, cash flow, liquidity and ability to access the capital markets and satisfy debt service obligations and make distributions to our stockholders.

Epidemics, pandemics or other public health crises, including the recent spread of novel strain of coronavirus known as COVID-19, that impact economic and market conditions, particularly in markets where our properties are located, and preventative measures taken to alleviate any public health crises, including “shelter-in-place” or “stay-at-home” orders issued by local, state or federal authorities, may have a material adverse effect on our and our tenants’ businesses, financial condition, results of operations, liquidity and ability to access capital markets and satisfy our debt service obligations and make distributions to our stockholders, and may affect our ability as a net-lease real estate investment trust to acquire properties or lease properties to our tenants, who may be unable, as a result of any economic downturn occasioned by public health crises, to make rental payments when due.

As certain of our tenants, especially those in industries considered “non-essential” under varying state “shelter-in-place” and “stay-at-home” orders and other restrictions on types of business that may continue to operate, experience challenges or even closures, we anticipate there to be an impact on their financial condition, results of operations, liquidity, ability to pay rent and creditworthiness. That impact may directly result in a reduction in our rental income and/or an increase in our property costs and impairments, as well as indirectly result in an increase in our general and administrative expenses, as we experience higher collectability issues and incur costs to negotiate rent deferrals, lease restructures and/or lease terminations, as we deem appropriate on a case-by-case basis. As of the date of this report, our discussions with tenants requesting rent deferrals (and other forms of relief) have been substantially focused on industries that are directly disrupted by the COVID-19 pandemic and restrictions intended to prevent its spread, particularly health and fitness, movie theaters, quick service and casual dining restaurants, entertainment, car washes, dealerships, home décor, home furnishings, department stores and education. These and other industries may be further impacted in the future depending on various factors, including the duration of the COVID-19 pandemic and restrictions intended to prevent its spread, and even after certain of such restrictions are lifted or reduced, the willingness of customers to visit our tenants’ businesses may be reduced due to lingering concerns regarding the continued risk of COVID-19 transmission and heightened sensitivity to risks associated with the transmission of other diseases. We are not able to predict the duration of such customer behavior.

As of May 1, 2020, we have collected approximately 70% of April 2020 Contractual Rent of $39.3 million, including from nine of our top 10 tenants and 17 of our top 20 tenants. In addition, as of that date, we have granted rent deferral requests for tenants representing approximately 27% of our April 2020 Contractual Rent. Such rent deferrals generally defer rent payments from 30 to 90 days and require the tenant to repay the deferred rent within 12 months. Of the tenants who we have granted rent deferrals, 25% are public companies, and the weighted average remaining lease term of leases for such tenants is 12.1 years. Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent deferrals, we can provide no assurance that such efforts or our efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period.

The ongoing COVID-19 pandemic and restrictions intended to prevent its spread have already had a significant adverse impact in the first quarter of 2020 on economic and market conditions, including in the United States where our properties are located. Further, the ongoing COVID-19 pandemic and related restrictions could trigger a period of sustained global and U.S. economic downturn or recession. Moreover, the ongoing COVID-19 pandemic and restrictions intended to prevent its spread could have significant adverse impacts on our business, financial condition, results of operations, cash flows,

liquidity and ability to access the capital markets and satisfy our debt service obligations and make distributions to our stockholders in a variety of ways that are difficult to predict. Such adverse impacts could depend on, among other factors:

The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the COVID-19 pandemic or restrictions intended to prevent its spread, and we are not able to predict whether other epidemics, pandemics or other public health crises will occur in the future that may have similar impacts. Nevertheless, the ongoing COVID-19 pandemic and restrictions intended to prevent its spread and the current financial, economic and capital markets environment and future developments in these and other areas present material risks and uncertainties with respect to our business, financial condition, results of operations, cash flows, liquidity and ability to access the capital markets and satisfy our debt service obligations and make distributions to our stockholders and could also have a material adverse effect on the market value of our securities. Moreover, to the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks set forth in this “Risk Factors” section and in the section entitled “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The discussion under the heading “Federal Income Tax Considerations” in Exhibit 99.1 hereto supersedes and replaces, in its entirety, (i) the discussion the heading “Federal Income Tax Considerations” in the prospectus dated September 25, 2017, which is a part of the Company’s and the Operating Partnership’s Registration Statement on Form S-3 (File Nos. 333-220618 and 333-220618-01) filed with the Securities and Exchange Commission (the “SEC”) on September 25, 2017 and (ii) the discussion under the heading “Item 8.01 Other Events, Federal Income Tax Considerations” in the Company’s and the Operating Partnership’s Current Reports on Form 8-K filed with the SEC on February 22, 2019 and November 13, 2018.None.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


~~Spirit Realty Capital, Inc.~~Commission file number		001-36004
~~Spirit Realty, L.P.~~	~~333-216815-01~~


~~Spirit Realty Capital, Inc.~~	Maryland	20-1676382
~~Spirit Realty, L.P.~~	~~Delaware~~	~~20-1127940~~

(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

	2727 North Harwood Street, Suite 300, Dallas, Texas 75201	(972) 476-1900
	(Address of principal executive offices; zip code)	(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.05 per share	SRC	New York Stock Exchange
6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share	SRC-A	New York Stock Exchange


Glossary			43
PART I — FINANCIAL INFORMATION			65
	Item 1.	Financial Statements (Unaudited)	65
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3325
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4840
	Item 4.	Controls and Procedures	4941
PART II — OTHER INFORMATION			5042
	Item 1.	Legal Proceedings	5042
	Item 1A.	Risk Factors	5042
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5142
	Item 3.	Defaults Upon Senior Securities	5142
	Item 4.	Mine Safety Disclosures	5242
	Item 5.	Other Information	5242
	Item 6.	Exhibits	5343
		Signatures	5544

Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FFO	Funds From Operations. See definition in Management's Discussion and Analysis of Financial Condition and Results of Operations
GAAP	Generally Accepted Accounting Principles in the United States
Interim Management Agreement	Interim Management Agreement between Spirit Realty AM Corporation, a wholly-owned subsidiary of the Company, and Spirit MTA REIT dated June 2, 2019, ~~and~~which was effective ~~as of~~from September 20, 2019 through September 4, 2020
LIBOR	London Interbank Offered Rate
~~Master Trust 2013~~	~~The net-lease mortgage securitization trust established in December 2013~~
~~Master Trust 2014~~	~~The net-lease mortgage securitization trust established in 2005 and amended and restated in 2014~~
~~Master Trust Notes~~	~~Master Trust 2013 and Master Trust 2014, together~~
~~Master Trust Release~~	~~Proceeds from the sale of assets securing the Master Trust Notes held in restricted accounts until a qualifying substitution is made or until used for principal reduction~~
NAREIT	National Association of Real Estate Investment Trusts
~~Occupancy~~	~~The number of economically yielding owned properties divided by total owned properties~~
OP Holdings	Spirit General OP Holdings, LLC
Operating Partnership	Spirit Realty, L.P., a Delaware limited partnership
~~Property Management and Servicing Agreement~~	Second amended and restated agreement governing the management services and special services provided to Master Trust 2014 by Spirit Realty, L.P., dated as of May 20, 2014, as amended, supplemented, amended and restated or otherwise modified
~~Real Estate Investment Value~~	~~The gross acquisition cost, including capitalized transaction costs, plus improvements and less impairments, if any~~
REIT	Real estate investment trust
S&P	S&P's Global Ratings
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Senior Unsecured Notes	2026 Senior Notes, 2027 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2031 Senior Notes and ~~2030~~2032 Senior Notes, collectively
Series A Preferred Stock	6,900,000 shares of 6.000% Cumulative Redeemable Preferred Stock issued October 3, 2017, with a liquidation preference of $25.00 per ~~share.~~
~~Shopko~~	~~Specialty Retail Shops Holding Corp. and certain of its affiliates~~share
SMTA	Spirit MTA REIT, a Maryland real estate investment trust, or SMTA Liquidating Trust, a Maryland common law trust, as the context dictates. On January 1, 2020, Spirit MTA REIT transferred all of its assets (subject to all of its liabilities) to SMTA Liquidating ~~Trust.~~Trust
Spin-Off	Creation of an independent, publicly traded REIT, SMTA, through our contribution of ~~properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional~~certain assets to SMTA followed by the distribution by us to our stockholders of all of the common shares of beneficial interest in SMTA.
~~SubREIT~~	~~Spirit MTA SubREIT, Inc., previously a wholly-owned subsidiary of SMTA. SubREIT was dissolved on October 1, 2019.~~
~~Total Debt~~	~~Principal debt outstanding before discounts, premiums or deferred financing costs~~
TSR	Total Shareholder Return
~~U.S.~~	~~United States~~
~~Vacant~~	~~Owned properties which are not economically yielding~~


~~Spirit Realty Capital, Inc.~~ ~~Yes~~ ☒ No □	~~Spirit Realty, L.P.~~ ~~Yes~~ ☒ No □


Large accelerated filer ☒	Accelerated filer □	Non-accelerated filer □


~~Smaller reporting company~~ ☐	~~Emerging growth company~~ ☐


~~Large accelerated filer~~ □	~~Accelerated filer~~ □	~~Non-accelerated filer~~ ☒


~~Spirit Realty Capital, Inc.~~ □	~~Spirit Realty, L.P.~~ □


~~Spirit Realty Capital, Inc.~~ ~~Yes~~ ☐ No ☒	~~Spirit Realty, L.P.~~ ~~Yes~~ ☐ No ☒

Three Months Ended March 31, 2019	Preferred Stock				Common Stock
	Shares		Par Value and Capital in Excess of Par Value		Shares			Par Value			Capital in Excess of Par Value			Accumulated Deficit			AOCL			Total Stockholders’ Equity
Balances, December 31, 2018		6,900,000	$	166,177		85,787,355		$	4,289		$	4,995,697		$	(2,357,255	)	$	(7,159	)	$	2,801,749
Net income		—		—		—			—			—			43,578			—			43,578
Dividends declared on preferred stock		—		—		—			—			—			(2,588	)		—			(2,588	)
Net income attributable to common stockholders				—					—			—			40,990			—			40,990
Other comprehensive loss		—		—		—			—			—			—			(5,021	)		(5,021	)
Dividends declared on common stock		—		—		—			—			—			(54,254	)		—			(54,254	)
Tax withholdings related to net stock settlements		—		—		(17,800	)		(1	)		—			(703	)		—			(704	)
Issuance of shares of common stock, net		—		—		893,526			45			32,641			—			—			32,686
Other		—		—		—			—			(79	)		—			—			(79	)
Stock-based compensation, net		—		—		148,705			8			3,570			(309	)		—			3,269
Balances, March 31, 2019		6,900,000	$	166,177		86,811,786		$	4,341		$	5,031,829		$	(2,371,531	)	$	(12,180	)	$	2,818,636

Three Months Ended March 31, 2020	Preferred Units				Common Units
	Limited Partners' Capital ⁽¹⁾				General Partner's Capital ⁽²⁾						Limited Partners' Capital ⁽¹⁾							Total Partnership
	Units		Amount			Units		Amount				Units			Amount				Capital
Balances, December 31, 2019		6,900,000	$	166,177			797,644	$	22,389				101,678,508		$	3,224,683			$	3,413,249
Net loss		—		—			—		(143	)			—			(15,704	)			(15,847	)
Partnership distributions declared on preferred units		—		—			—		—				—			(2,588	)			(2,588	)
Net loss after preferred distributions				—					(143	)						(18,292	)			(18,435	)
Other comprehensive income		—		—			—		5				—			697				702
Partnership distributions declared on common units		—		—			—		(499	)			—			(63,839	)			(64,338	)
Tax withholdings related to net settlement of common units		—		—			—		—				(44,488	)		(2,349	)			(2,349	)
Issuance of common units, net		—		—			—		—				362,481			17,598				17,598
Stock-based compensation, net		—		—			—		—				148,017			2,981				2,981
Balances, March 31, 2020		6,900,000	$	166,177			797,644	$	21,752				102,144,518		$	3,161,479			$	3,349,408

	March 31, 2020		December 31, 2019		March 31, 2019		March 31, 2021		December 31, 2020		March 31, 2020
Cash and cash equivalents	$	216,692	$	14,492	$	9,376	$	261,889	$	70,303	$	216,692
Restricted cash:
Collateral deposits ⁽¹⁾		381		347		401		0		335		381
Tenant improvements, repairs and leasing commissions ⁽²⁾		11,324		10,877		9,539		0		12,660		11,324
Master Trust Release ⁽³⁾		—		—		7,413
Other ⁽⁴⁾		—		307		1,163
Total cash, cash equivalents and restricted cash	$	228,397	$	26,023	$	27,892	$	261,889	$	83,298	$	228,397

Operating lease held in use land and buildings, net	$	5,146,530
Intangible lease assets, net		381,398
Real estate assets under direct financing leases, net		7,300
Real estate assets held for sale, net		3,126
Intangible lease liabilities, net		(124,097	)
Net balance	$	5,414,257

	Scheduled Principal		Balloon Payment		Total		Scheduled Principal		Balloon Payment		Total
Remainder of 2020	$	3,082	$	—	$	3,082
2021		4,365		345,000		349,365
Remainder of 2021							$	374	$	190,426	$	190,800
2022		4,617		—		4,617		525		—		525
2023		3,074		697,912		700,986		556		—		556
2024		590		—		590		590		—		590
2025								610		16		626
Thereafter		3,610		1,500,070		1,503,680		3,000		2,750,052		2,753,052
Total	$	19,338	$	2,542,982	$	2,562,320	$	5,655	$	2,940,494	$	2,946,149

Declaration Date	Dividend Per Share		Record Date	Total Amount (in thousands)		Payment Date	Dividend Per Share		Record Date	Total Amount (in thousands)		Payment Date
Common Stock
February 27, 2020	$	0.625	March 31, 2020	$	64,338	April 15, 2020
February 17, 2021							$	0.625	March 31, 2021	$	71,837	April 15, 2021
Preferred Stock
February 27, 2020	$	0.375	March 13, 2020	$	2,588	March 31, 2020
February 17, 2021							$	0.375	March 15, 2021	$	2,588	March 31, 2021

	Three Months Ended		Three Months Ended
	March 31, 2020		March 31, 2019
Gross amount of loss recognized in AOCL on derivatives	$	—	$	(5,229	)
Amount of loss reclassified from AOCL to termination of interest rate swaps		—		208
Amount of loss reclassified from AOCL to interest⁽¹⁾		702		—
Net reclassification of amounts from (to) AOCL	$	702	$	(5,021	)

	March 31, 2020				December 31, 2019
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Loans receivable, net	$	30,849	$	31,586	$	34,465	$	35,279
Revolving credit facilities		500,000		514,004		116,500		119,802
Senior Unsecured Notes, net⁽¹⁾		1,484,473		1,383,947		1,484,066		1,543,919
Mortgages and notes payable, net⁽¹⁾		215,186		230,834		216,049		235,253
Convertible Notes, net⁽¹⁾		337,921		326,267		336,402		356,602



1,772	99.4%	48	298	28
1,880					99.5%	48	301	28
Owned Properties	Occupancy	States	Tenants	Retail Industries	Occupancy	States	Tenants	Retail Industries

Asset Type	Tenant Industry	Number of Properties		Total Square Feet (in thousands)		Percent of Contractual Rent
Retail			1,662		25,243		81.2	%
	Convenience Stores		333		1,050		8.3	%
	Health and Fitness		45		2,308		7.2	%
	Movie Theaters		37		1,953		6.9	%
	Restaurants - Quick Service		367		800		6.9	%
	Restaurants - Casual Dining		136		967		6.2	%
	Drug Stores / Pharmacies		80		1,034		4.9	%
	Grocery		39		1,792		3.7	%
	Entertainment		24		1,022		3.5	%
	Car Washes		65		308		3.4	%
	Dealerships		24		796		3.1	%
	Home Improvement		15		1,605		3.1	%
	Dollar Stores		162		1,481		3.1	%
	Home Décor		15		2,049		2.6	%
	Specialty Retail		53		1,142		2.5	%
	Warehouse Club and Supercenters		12		1,319		2.4	%
	Automotive Service		70		592		2.3	%
	Department Stores		14		1,281		2.0	%
	Home Furnishings		18		865		1.9	%
	Sporting Goods		14		739		1.7	%
	Education		36		427		1.7	%
	Automotive Parts		55		388		1.2	%
	Office Supplies		16		351		0.8	%
	Other		8		251		0.6	%
	Medical Office		5		65		0.5	%
	Pet Supplies & Service		4		133		0.4	%
	Apparel		5		150		0.3	%
	Vacant		10		375		0.0	%
Industrial			67		8,881		11.2	%
Office and Other			43		2,015		7.6	%
	Total		1,772		36,139		100.0	%

Year of Maturity	Number of Loans		Number of Properties		Stated Interest Rate Range	Weighted Average Stated Rate			Scheduled Principal		Balloon		Total
Remainder of 2020		—		—	—%		—	%	$	3,082	$	—	$	3,082
2021		—		—	—%		—			4,365		—		4,365
2022		—		—	—%		—			4,617		—		4,617
2023		3		86	5.23%-5.50%		5.46			3,074		197,912		200,986
2024		—		—	—%		—			590		—		590
Thereafter		2		2	5.80%-6.00%		5.83			3,610		70		3,680
Total		5		88			5.47	%	$	19,338	$	197,982	$	217,320

	March 31,						March 31,
(Dollars in thousands)	2020			2019			2021			2020
Revolving credit facilities	$	500,000		$	206,500
Term loans		—			413,905
2019 Credit Facility							$	—		$	500,000
Senior Unsecured Notes, net		1,484,473			295,882			2,715,814			1,484,473
Mortgages and notes payable, net		215,186			450,534
Mortgages payable, net								5,956			215,186
Convertible Notes, net		337,921			733,412			189,992			337,921
Total debt, net		2,537,580			2,100,233			2,911,762			2,537,580
Unamortized debt discount, net		8,047			12,027			12,078			8,047
Unamortized deferred financing costs		16,693			19,220			22,309			16,693
Cash and cash equivalents		(216,692	)		(9,376	)		(261,889	)		(216,692	)
Restricted cash balances held for the benefit of lenders		(11,705	)		(18,516	)		—			(11,705	)
Adjusted Debt	$	2,333,923		$	2,103,588		$	2,684,260		$	2,333,923


Exhibit No.	Description

3.1	Articles of Restatement of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Registration Statement on Form S-3 on November 8, 2013 and incorporated herein by reference.

3.2	Articles of Amendment of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Form 8-K on May 13, 2014 and incorporated herein by reference.

3.3	Articles Supplementary of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on March 3, 2017 and incorporated herein by reference.

3.4	Fifth Amended and Restated Bylaws of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company’s Form 8-K on August 15, 2017 and incorporated herein by reference.

3.5	Second Amended and Restated Agreement of Limited Partnership of Spirit Realty, L.P. filed as Exhibit 3.1 to the Operating Partnership's Form 8-K on October 3, 2017 and incorporated herein by reference.

3.6	Articles Supplementary designating Spirit Realty Capital, Inc.'s 6.000% Series A Cumulative Redeemable Preferred Stock filed as Exhibit 3.4 to the Company's Registration Statement on Form 8-A on October 2, 2017 and incorporated herein by reference.

3.7	Certificate of Limited Partnership of Spirit Realty, L.P. dated September 25, 2012, filed as Exhibit 4.5 to the Company's Form S-4 on March 20, 2017 and incorporated herein by reference.

3.8	Articles of Amendment of Spirit Realty Capital, Inc. filed as Exhibit 3.1 to the Company's Form 8-K on April 29, 2019 and incorporated herein by reference.

~~10.1~~4.1	~~Second Amended and Restated Employment Agreement~~Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and ~~Jackson Hsieh, dated February 27, 2020,~~U.S. Bank National Association, as trustee, including the form of the 2028 Notes and the 2028 Guarantee, filed as Exhibit ~~10.1~~4.2 to the Company’s Form 8-K on March ~~2, 2020~~3, 2021 and incorporated herein by reference.

~~10.2~~4.2	~~Amendment to Employment Agreement,~~Seventh Supplemental Indenture, dated ~~February 27, 2020, by and between~~as of March 3, 2021, among Spirit Realty, L.P., as issuer, Spirit Realty Capital, Inc., as guarantor, and ~~Michael Hughes,~~U.S. Bank National Association, as trustee, including the form of the 2032 Notes and the 2032 Guarantee, filed as Exhibit ~~10.2~~4.3 to the Company’s Form 8-K on March ~~2, 2020~~3, 2021 and incorporated herein by reference.
10.1*	Form of 2021 Performance Share Award Agreement
~~10.3~~10.2*	~~Amendment to Amended and Restated Employment Agreement, dated February 27, 2020, by and between~~Director Compensation Program of Spirit Realty Capital, Inc. ~~and Jay Young, filed as Exhibit 10.3 to the Company’s Form 8-K on March 2,~~dated May 7, 2020 ~~and incorporated herein by reference.~~

~~10.4~~	Amendment to Employment Agreement, dated February 27, 2020, by and between Spirit Realty Capital, Inc. and Kenneth Heimlich, filed as Exhibit 10.4 to the Company’s Form 8-K on March 2, 2020 and incorporated herein by reference.

31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Spirit Realty Capital, Inc.

31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Spirit Realty Capital, Inc.

31.3*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Spirit Realty, L.P.

31.4*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Spirit Realty, L.P.

32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Spirit Realty Capital, Inc.

32.2*	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Spirit Realty, L.P.~~

99.1*	~~Federal Income Tax Considerations~~

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~~Exhibit No.~~	~~Description~~
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104.1*	Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

*	Filed herewith.

	SPIRIT REALTY CAPITAL, INC.
	(Registrant)

	By:		/s/ Prakash J. Parag
	Name:		Prakash J. Parag
	Title:		Senior Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

	~~SPIRIT REALTY, L.P.~~
	~~(Registrant)~~

	~~By:~~		~~Spirit Realty Capital, Inc. in its capacity as sole member of Spirit General OP Holdings, LLC, as general partner and behalf of Spirit Realty, L.P.~~

			~~/s/ Prakash J. Parag~~
			~~Prakash J. Parag~~
			~~Senior Vice President and Chief Accounting Officer~~
			~~(Principal Accounting Officer)~~